<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Aztec Manufacturing Co.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Aztec Manufacturing Co.
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
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Notes:
<PAGE>
AZTEC MANUFACTURING CO.
400 NORTH TARRANT o 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 11th day of July, 2000, at 10:00 a.m. for the purpose of
considering and acting upon the following matters:
1. Election of Directors. To elect three directors for a term of three years.
2. Approval of an Amendment to the Articles of Incorporation of the Company
changing the name of the Company to AZZ incorporated.
3. Ratification of Appointment of Auditors. To ratify the appointment of Ernst
& Young LLP as auditors for the Company for its fiscal year ending February
28, 2001.
4. 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 May 15, 2000, will be
entitled to notice of or to vote at the meeting or any adjournment or
adjournments thereof. A copy of the Annual Report to Shareholders for the fiscal
year ended February 29, 2000, is enclosed with this Notice.
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 preaddressed envelope which requires no postage if mailed in the
United States.
BY ORDER OF THE BOARD OF DIRECTORS
SAM ROSEN,
Secretary
Crowley, Texas
July 6, 2000
<PAGE>
AZTEC MANUFACTURING CO.
400 North Tarrant
P. O. Box 668
Crowley, Texas 76036
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 11, 2000
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 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 July 11,
2000, 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 6, 2000,
to the shareholders of the Company.
GENERAL INFORMATION
-------------------
At the close of business on May 15, 2000, the record date for determination of
shareholders entitled to notice of and to vote at the meeting, there were
outstanding 4,818,223 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 15, 2000. 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 abstained or were not qualified to vote, which will have 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. However, since
the affirmative vote of at least two-thirds of the outstanding Common Stock is
required to amend the Company's articles of incorporation, the affirmative vote
of two-thirds of the outstanding shares of Common Stock will be required to
approve the proposed change in the Company's name. 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 of the proxy 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.
1
<PAGE>
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
----------------------------------------------
Meetings of the Board of Directors are held regularly each month, including a
meeting following the conclusion of the Annual Meeting of Shareholders. During
the fiscal year ended February 29, 2000, there were twelve (12) regular meetings
and two (2) special meetings of the Board of Directors. For the fiscal year
ended February 29, 2000, 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.
Under the 1999 Independent Director Share Ownership Plan (the "Plan"), each
independent member of the Board of Directors has been granted 500 shares of
Common Stock after each annual meeting of the shareholders, beginning with the
1999 annual meeting, after which he or she continues to serve as a Director.
Also, under the Plan each newly elected independent Director, whether elected by
the Board of Directors or the shareholders, shall be granted such number of
shares as the Board of Directors may deem appropriate, but not less than 1,000
shares of Common Stock, or if less, Common Stock having a value of $15,000.
Grants under the Plan 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 the
Plan.
Each of the current directors of the Company attended more than 75 percent of
the aggregate of (i) the total number of meetings of the Board of Directors and
(ii) the total number of meetings held by all committees of the board on which
he served, held during the fiscal year ended February 29, 2000 except for Mr.
Kevern Joyce who attended 71% of the meetings held and Mr. R.J. Schumacher who
attended 73% of the meetings held.
The Company has an Audit Committee. The functions of the Audit Committee are to
(i) meet with the independent auditors to review the audit and its results, as
well as to review internal controls of the Company and (ii) make recommendations
to the Board of Directors as to the engagement or discharge of independent
auditors. The members of the Audit Committee are: Robert H. Johnson, Chairman,
W.C. Walker and R. J. Schumacher. During the fiscal year ended February 29,
2000, 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 29, 2000, that committee held three (3) 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 29, 2000,
that committee held no meetings. The Company does not have a nominating
committee.
2
<PAGE>
SECURITY OWNERSHIP OF PRINCIPAL BENEFICIAL OWNERS
-------------------------------------------------
To the best knowledge of the Company, the only beneficial owners of over 5
percent of the outstanding shares of Common Stock of the Company as of May 10,
2000 were as follows:
<TABLE>
<CAPTION>
Title of Class Name & Address of Beneficial Owner Number of Shares Percent of Class
-------------- ---------------------------------- ---------------- ----------------
<S> <C> <C> <C>
Common Stock FMR Corp. 417,000 (1) 8.7%
$1.00 par value 82 Devonshire Street
Boston, MA 02109
269,030 (2) 5.6%
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 269,030 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
-------------------------------------
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. However, in order to fulfill an
obligation made to the Company's President and Chief Operating Officer when he
was hired in 1998, a new board position was created for the period from April
20, 1999 until the 2000 Annual Meeting of the Shareholders. Mr. Dingus was
elected to fill that position. At the Annual Meeting the terms of Messrs.
Dingus, Perry, Johnson and Walker will expire. Messrs. Dingus and Perry have
been nominated by management for election to a new three year term. Messrs.
Johnson and Walker have reached the age of retirement from the Board. However,
Mr. Walker has agreed to run for an additional term under a waiver by the Board
of the age limitation pursuant to which Mr. Walker has agreed to resign when a
new Board member, who will be identified through a search which is now underway,
has been identified.
Mr. Johnson has been elected an Advisory Director for the period ending at the
2003 Annual Meeting of the Shareholders and it is anticipated that Mr. Walker
will, upon his resignation as a Director, also be elected an Advisory Director
to serve until that same date. A Board resolution adopted in March 2000 permits
the election of a former Director, who retires or whose term of office expires
within six months of the date of an annual meeting of the shareholders held on a
date at which he or she would be in excess of seventy years of age, to be
elected to one term of up to three years.
Advisory Directors receive the same cash retainer and meeting attendance fees
received by active members of the Board of Directors and, like active members of
the Board of Directors, receive a grant of 500 shares of the Common Stock of the
Company after each annual meeting of the shareholders after which he or she
continues to serve as an Advisory Director until he or she has
3
<PAGE>
received a total of 5,000 shares, including shares received while serving as an
active member of the Board of Directors. The term of any stock options which had
been acquired by an Advisory Director while an independent Director, does not
terminate as the result of his or her change in status, and an Advisory Director
may continue to vest in stock options previously granted by reason of his or her
prior status as an independent director but no new stock options may be granted
to an Advisory Director by virtue of that status. Advisory Directors do not have
the duties or responsibilities of Directors, may not vote on any matter coming
before the Board and serve at the pleasure of the Board.
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: APPROVAL OF AN AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE
--------------------------------------------------------------------------------
COMPANY CHANGING THE NAME OF THE COMPANY TO AZZ INCORPORATED.
-------------------------------------------------------------
The Board of Directors has unanimously approved an amendment to Article I of the
Company's Articles of Incorporation changing the name of the Company from Aztec
Manufacturing Co. to AZZ incorporated.
The Company has had its current name since its original incorporation in 1956.
At that time the Company operations consisted primarily of basic manufacturing.
Today only about one-half of total Company revenues are produced by the
Manufactured Products Segment of the Company and those products consist of
highly engineered electrical equipment, lighting and tubular products. The Board
of Directors therefore believes that the name AZZ incorporated is more
reflective of current Company operations, will serve as a further indication
that the business of the Company has changed and is evolving and will facilitate
the Company's ability to cross leverage market opportunities by use of a common
name and new image.
The complete text of the proposed amendment to Article I is as follows:
Article I of the articles of incorporation is amended so that the full text
of such provision is as follows:
Article I
The name of the corporation is AZZ incorporated.
The Board of Directors recommends that shareholders vote "FOR" approval of the
amendment to the articles of incorporation.
4
<PAGE>
PROPOSAL NO. 3: 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 28, 2001.
This firm of certified public accountants or its predecessor has acted as
independent auditors for the Company and its subsidiaries since 1976.
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, 2000, 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>
Principal Occupation for Past Common Stock of the % of
Five Years; Positions and Director Company Beneficially Class
Directors Age Offices with the Company Other Directorships Owned at May 10, 2000 (1)
--------- --- ------------------------ ------------------- --------------------- ---
Since
-----
<S> <C> <C> <C> <C> <C> <C>
L.C. Martin (2) 74 Chairman of the Board and 1958 None. 169,636 (4) 3.5%
Chief Executive Officer of
the Company
Martin C. Bowen (14) 56 Vice President & CFO of 1993 None 12,100 (6) *
Fine Line Inc.
Kevern R. Joyce 53 President, CEO and Chairman 1997 TNP Enterprises, 6,700 (7) *
of Texas New Mexico Power Inc.
Co. (1994-Present)
Robert H. Johnson (5) 75 Financial Consultant, 1965 None. 9,600 (17) *
Certified Public Accountant
Sam Rosen (8) 64 Partner in the law firm of 1996 GAINSCO, INC. (3) 20,939 (9) *
Shannon, Gracey, Ratliff &
Miller, L.L.P. ; Secretary
of the Company since 1996
Dana L. Perry (2) 51 Vice President of Finance, 1992 None. 121,133 (10) 2.5%
Chief Financial Officer,
and Assistant Secretary of
the Company
R.J. Schumacher (5) 71 Vice President and Director 1986 None. 24,385 (11) *
of Texland Petroleum, Inc.
(1998-Present)
President and CEO of Texland
Petroleum, Inc. (1973-1998)
W.C. Walker (5) 76 Management Consultant 1986 None. 26,912 (12) *
(1989-Present)
Dr. H. Kirk Downey (14) 57 Professor of Management and 1992 Harris Methodist 6,600 (15) *
Associate Provost for Health Plan, LKCM Fund
Academic Affairs at Texas
Christian University
David H. Dingus (16) 52 President and Chief 1999 None 9,000 (18) *
Operating Officer of the
Company (1998-Present) ,
President and Chief
Executive of Reedrill Corp.
(1989-1998)
All Current Directors and Executive Officers as a Group (11 419,106 (13) 8%
Persons)
*Less than one percent (1%)
</TABLE>
5
<PAGE>
(1) The percentage is calculated for each individual by using as the denominator
the total shares of Common Stock outstanding at the close of business on May 10,
2000 (4,812,981 shares), plus the shares of Common Stock such individual has the
right to acquire within sixty (60) days of May 10, 2000, pursuant to the
exercise of stock options granted by the Company.
(2) Member of the Nonstatutory Stock Option Committee.
(3) A publicly owned corporation.
(4) Includes 22,299 shares of Common Stock which Mr. Martin has the right to
acquire within sixty (60) days of May 10, 2000, pursuant to the exercise of
stock options granted under the 1991 and 1998 Incentive Stock Option Plans of
the Company and 9,392 shares of Common Stock held in the defined contribution
plan of the Company for the account of Mr. Martin as beneficiary.
(5) Member of the Audit Committee.
(6) Includes 11,500 shares Mr. Bowen has the right to acquire within sixty (60)
days of May 10, 2000, pursuant to the exercise of stock options granted under
the 1991 and 1997 Nonstatutory Stock Option Plans of the Company.
(7) Includes 4,200 shares Mr. Joyce has the right to acquire within sixty (60)
days of May 10, 2000, 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 that law firm as its general counsel during the current
fiscal year.
(9) Includes 14,400 shares Mr. Rosen has the right to acquire within sixty (60)
days of May 10, 2000, pursuant to the exercise of stock options granted under
the 1991 and 1997 Nonstatutory Stock Option Plans of the Company.
(10) Includes 9,840 shares Mr. Perry has the right to acquire within sixty (60)
days of May 10, 2000, pursuant to the exercise of stock options granted under
the 1991 and 1998 Incentive Stock Option Plans of the Company and 133 shares of
Common Stock held in the defined contribution plan of the Company for the
account of Mr. Perry as beneficiary.
(11) Includes 16,500 shares Mr. Schumacher has the right to acquire within sixty
(60) days of May 10, 2000, pursuant to the exercise of stock options granted
under the 1991 and 1997 Nonstatutory Stock Option Plans of the Company.
(12) Includes 16,500 shares Mr. Walker has the right to acquire within sixty
(60) days of May 10, 2000, pursuant to the exercise of stock options granted
under the 1991 and 1997 Nonstatutory Stock Option Plans of the Company.
(13) The percentage is calculated by using total shares of Common Stock
outstanding at the close of business on May 10, 2000 (4,812,981) plus 47,824
shares of Common Stock that executive officers of the Company have the right to
acquire within sixty (60) days of May 10, 2000, pursuant to the exercise of
stock options granted under the 1991 and 1998 Incentive Stock Option Plans of
the Company plus 75,100 shares of Common Stock that directors have the right to
acquire within sixty (60) days of May 10, 2000, pursuant to the exercise of
stock options granted under the 1991 and 1997 Nonstatutory Stock Option Plans of
the Company.
(14) Member of Compensation Committee.
(15) Includes 6,000 shares Mr. Downey has the right to acquire within sixty (60)
days of May 10, 2000, pursuant to the exercise of stock options granted under
the 1997 Nonstatutory Stock Option Plan 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.
6
<PAGE>
(17) Includes 6,000 shares Mr. Jonhson has the right to acquire within sixty
(60) days of May 10, 2000, pursuant to the exercise of stock options granted
under the 1997 Nonstatutory Stock Option Plan of the Company.
(18) Includes 6000 shares Mr. Dingus has the right to acquire within sixty (60)
days of May 10, 2000, pursuant to the exercise of stock options granted under
the 1991 and 1998 Incentive Stock Option Plans 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 29, 2000, 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 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
7
<PAGE>
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's defined contribution 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 28, 2001, 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.
Members of the Compensation Committee
Martin C. Bowen
Dr. H. Kirk Downey
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933 or the Securities Exchange Act
of 1934 that might incorporate future filings, including this Proxy Statement,
in whole or in part, the preceding report and the Performance Graph on page 12
shall not be incorporated by reference into any such filings.
8
<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 29, 2000, February 28, 1999, and February 28, 1998,
of the Chief Executive Officer and the other most highly compensated executive
officers of the Company whose total annual salary and bonus exceeded $100,000
(the "Named Executives").
SUMMARY COMPENSATION TABLE
==========================
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
----------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------- ------ -------
Other Annual Restricted Options/ Long-Term All Other
Name and Year Salary Bonus Compensation Stock Award(s) (#) Incentive Compensation
Principal Position Ending ($) ($) ($) ($) SAR Payouts($) ($)
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
L.C. Martin, Chairman 2000 250,000 262,960 -- -- 6,000 -- 47,051 (1)
and Chief Executive 1999 250,000 150,500 -- -- 0 -- 46,954 (2)
Officer 1998 250,000 317,468 -- -- 16,299 -- 52,254 (3)
D.H. Dingus, 2000 200,000 142,950 -- -- 5,000 -- 7,056 (4)
President and Chief 1999 97,167 31,580 -- -- 10,000 --
Operating Officer (7) 1998 0 -- -- -- 0 --
D.L. Perry, Vice 2000 75,000 110,419 -- -- 4,000 -- 10,095 (5)
President of Finance, 1999 75,000 60,200 -- -- 0 -- 11,134 (5)
Chief Financial 1998 75,000 126,987 -- -- 5,840 -- 16894 (5)
Officer
F. L. Wright, Jr. 2000 95,200 159,717 -- -- 4,000 -- 11,631 (6)
Senior Vice President 1999 108,200 94,607 -- -- 0 -- 11,134 (6)
Services Segment 1998 85,200 78,818 -- -- 5,685 -- 16,894 (6)
</TABLE>
(1) The amount of $47,051 includes fiscal 2000 Directors fees of $8,800, 2000
contribution made to Mr. Martin's account in Aztec's defined contribution plan
of $11,631, 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 $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.
(3) The amount of $52,254 includes 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 of Mr. Martin of $26,760 described below under Buy-Sell and Termination
Agreement.
(4) This amount represents the contribution made to Mr. Dingus's account in
Aztec's defined contribution plan.
(5) This amount represents the contribution made to Mr. Perry's account in
Aztec's defined contribution plan.
(6) This amount represents the contribution made to Mr. Wright's account in
Aztec's defined contribution plan.
(7) Mr. Dingus joined the Company on September 16, 1998.
9
<PAGE>
Option/SAR Grants in Last Fiscal Year. The following table provides information
with regard to stock options granted to Named Executives during the fiscal year
ending February 29, 2000. The Company has no SARs.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
=====================================
<TABLE>
<CAPTION>
Name Number of % of Total Exercise or Expiration Potential Realized Value of
Securities Options/ SARs Base Price Date Assumed
Underlying Granted to ($per share) Annual Rates of Stock Price
Options/SARs Employees in Appreciation for Option Term ($)
Granted Fiscal Year 5% 10%
(a) (b) (c) (d) (e) (f) (g)
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
L.C. Martin 6,000 4.4% 10.25 2/22/05 16,991 37,546
D.H. Dingus 5,000 3.6% 10.25 2/22/05 14,159 31,289
D.L. Perry 4,000 3.6% 10.25 2/22/05 11,328 25,031
F.L. Wright, Jr. 4,000 2.9% 10.25 2/22/05 11,328 25,031
</TABLE>
(b) Options granted become vested and exercisable immediately and are for a term
of 5 years, subject to earlier termination related to termination of employment.
(d) The options above were granted at the average of the high and low prices on
the New York Stock Exchange at date of grant.
(f) & (g) These columns reflect the potential realizable value of each grant
assuming the market value of the Company's stock appreciates at 5 percent and 10
percent, compounded annually, from the date of grant over the term of the
option. There is no assurance that the actual stock price appreciation over the
5 year option term will be at the assumed 5 percent or 10 percent levels or at
any other level. Unless the market price of the stock does in fact appreciate
over the option term, no value will be realized from the option grants. These
calculations are based on requirements promulgated by the Securities Exchange
Commission and do not reflect the Company's estimate of future price growth.
Options Exercised and Year End Value Table. The following table sets forth
certain information regarding the options exercised and the year end value of
options held by the Named Executives during the fiscal year ending February 29,
2000.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
=================================
<TABLE>
<CAPTION>
Name Shares Value Realized Number of Unexercised Value of Unexercised In-the-Money
Acquired on ($) Options at F Y-End (#) Options at F Y-End ($)
Exercise(#) Exercisable/Unexercisable Exercisable/Unexercisable
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
L. C. Martin 19,424 123,828 22,299 -0- -0- -0-
D.H. Dingus 1,000 1,000 8,000 6,000 4,125 8,250
D. L. Perry 6,587 41,992 9,840 -0- -0- -0-
F. L. Wright, Jr. 0 0 9,685 -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 $10.25 on February 29, 2000 was used.
10
<PAGE>
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 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, if the employment of Mr. Martin during the three-month
period is terminated by him for any reason other than as a result of his death
or total disability or voluntary termination for good reason as defined in the
agreement, he would be entitled to his full base salary through the date of
termination of his employment, plus any other amounts to which he would be
entitled under any compensation plan of the Company, but would not be entitled
to the Change in Control Payment provided above.
Buy-Sell and Termination Agreement. During fiscal 1994 the Company entered into
a "Buy-Sell and Termination Agreement" (the "Agreement") with Mr. L. C. Martin,
the 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 $329,610 at February 29, 2000.
11
<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, 1995, in shares of Aztec Manufacturing Co. and each index, all
with cash dividends reinvested. The calculations exclude trading commissions and
taxes.
Comparison of Five Year-Cumulative Total Returns
Value of $100 Invested on February 28, 1995
For Fiscal Year Ended on the Last Day of February
[GRAPH]
<TABLE>
<CAPTION>
Symbol CRSP Total Returns Index for: 2/95 2/96 2/97 2/98 2/99 2/00
------ ----------------------------- ---- ---- ---- ---- ---- ----
<C> <S> <C> <C> <C> <C> <C> <C>
______ Aztec Manufacturing Co. 100.0 110.8 221.7 332.4 199.0 251.0
------ CRSP Index for NYSE Stock Market (US Companies) 100.0 133.2 164.1 219.5 243.5 246.6
- - - CRSP Index for NYSE Stocks (SIC 5000-5099 US Companies) 100.0 116.1 130.8 171.0 183.9 158.9
Wholesale trade - durable goods
</TABLE>
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 W.C. Walker, David H.
Dingus and Dana L. Perry as directors for a three year term expiring at the 2003
annual meeting of shareholders, "FOR" the proposal amendment to the Articles of
Incorporation, and "FOR" the ratification of the appointment of Ernst & Young
LLP as the independent auditors of the Company for its fiscal year ending
February 28, 2001.
12
<PAGE>
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
---------------------
Rule 14a-8 under the Securities Exchange Act of 1934 addresses when a company
must include a shareholder proposal in its proxy statement for the purpose of an
annual or special meeting. Pursuant to the rule, in order for a shareholder
proposal to be considered for inclusion in the proxy statement for the 2001
annual meeting of shareholders of the Company, a proposal must be received at
the principal executive offices of the Company on the date that this Proxy
Statement was released to shareholders in connection with the 2000 annual
meeting. However, if the date of the 2001 annual meeting of shareholders changes
by more than 30 days from the date of the 2000 meeting, the deadline is a
reasonable time before the Company begins to print and mail its proxy material.
If a proposal is submitted outside the process provided by Rule 14a-8,
shareholders proposals must meet the requirements of Section 2.08 of the Bylaws
of the Company. Section 2.08 of the Bylaws provides that to be timely, a
proposal must be delivered to or mailed and received not less than 50 days nor
more than 75 days prior to the meeting: provided, that, if less than 65 days
notice or public disclosure of the meeting is given or made to shareholders,
notice must be received not later than the close of business on the 15th day
following the earlier of the day on which notice of the date of the annual
meeting was mailed or public disclosure was made.
ANNUAL REPORTS
--------------
The Company's 2000 Annual Report to Shareholders, covering the fiscal year ended
February 29, 2000, 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 2000 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.
13
<PAGE>
2000 Annual Meeting of Shareholders
10:00 a.m., July 11, 2000
Petroleum Club
Derrick I Room
39th Floor of the UPR Plaza (formerly Continental Plaza)
777 Main Street
Fort Worth, Texas
14
<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 11, 2000
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 full power of substitution in each, proxies to vote at the annual
meeting to be held on July 11, 2000, 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 and 3.
The Board of Directors recommends a vote FOR the election of Directors and FOR
proposals 2 and 3.
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.)
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
AZTEC MANUFACTURING CO.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY
<S> <C> <C> <C>
1. Election of Directors - FOR WITHOLD FOR ALL
David H. Dingus, Dana L. Perry All All Except
and W.C. Walker for three year terms.
------------------------------------------------ ------- ------------ -----------
2. Ratification of amendment to the Articles FOR AGAINST ABSTAIN
of Incorporation changing the name of
the Company. ------- ------------ -----------
3. Ratification of the appointment of FOR AGAINST ABSTAIN
Ernst & Young LLP as auditors.
------- ------------ -----------
</TABLE>
The undersigned acknowledges receipt of
the Notice of Annual Meeting of
Shareholders and of the Proxy Statement.
Dated:_____________________, 2000
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.
