<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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 Section 240.14a-11(c) or Section
240.14a-12
Huntco Inc.
------------
(Name of Registrant as Specified In Its Charter)
----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________________
5) Total fee paid:
________________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
________________________________________________________________________
3) Filing Party:
________________________________________________________________________
4) Date Filed:
________________________________________________________________________
<PAGE>
HUNTCO INC.
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 11, 1997
To the Shareholders:
The Annual Meeting of Shareholders of Huntco Inc. (the "Company"), a Missouri
corporation, will be held at Forest Hills Country Club, located at 36 Forest
Club Drive, Chesterfield, Missouri 63005, on Thursday, September 11, 1997, at
10:00 a.m., local time, for the following purposes:
1. To elect two directors; and
2. To transact such other business as may properly come before the
meeting and all adjournments thereof.
The Board of Directors has fixed the close of business on July 18, 1997 as
the record date for the determination of the shareholders entitled to notice
of, and to vote at, the Annual Meeting and all adjournments thereof.
By order of the Board of Directors
ANTHONY J. VERKRUYSE
Vice President and Secretary
August 1, 1997
Even if you expect to attend the meeting in person, please mark, date and
sign the enclosed proxy and return it in the enclosed return envelope, which
does not require postage if mailed in the United States. Shareholders who
attend the meeting may revoke their proxies and vote in person if they desire.
<PAGE>
HUNTCO INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
The enclosed proxy is solicited on behalf of the Board of Directors of
Huntco Inc. (the "Company") for use at the Annual Meeting of its shareholders
(the "Annual Meeting") to be held September 11, 1997 at 10:00 a.m. local time
at Forest Hills Country Club, located at 36 Forest Club Drive, Chesterfield,
Missouri 63005. If the proxy is executed and returned to the Company, it
nevertheless may be revoked at any time before it is exercised either by
written notice to the Secretary of the Company or by attending the meeting and
voting in person. If no contrary instructions are indicated on the proxy, the
proxy will be voted FOR the election of the two nominees named herein as
directors. If matters other than the election of directors properly come
before the Annual Meeting, the proxy will be voted by the persons named therein
in a manner which they consider to be in the best interests of the Company.
The Company's principal executive offices are located at 14323 South Outer
Forty, Suite 600 N., Town & Country, Missouri 63017. This Proxy Statement and
the accompanying form of proxy are first being sent to shareholders on or about
August 1, 1997.
VOTING, VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
GENERAL
Only the holders of record of the Company's Class A Common Stock, $.01 par
value per share (the "Class A Shares") and of the Company's Class B Common
Stock, par value $.01 per share (the "Class B Shares") (collectively the
"Common Stock"), as of the close of business on July 18, 1997, will be entitled
to notice of, and to vote, either in person or by proxy, at the Annual Meeting
and all adjournments thereof. At the close of business on July 18, 1997,
5,292,000 and 3,650,000 Class A Shares and Class B Shares, respectively, were
issued and outstanding. Each Class A Share is entitled to one vote per share,
and each Class B Share is entitled to ten votes per share, on all matters to be
submitted to the vote of the shareholders. Therefore, the holders of the
Class A Shares and the Class B Shares are entitled to 5,292,000 and 36,500,000
votes, respectively.
The Class A Shares and the Class B Shares will vote as a single class with
respect to the election of directors. A majority of the aggregate of the
outstanding Class A Shares and the Class B Shares which are present in person
or represented by proxy and entitled to vote will constitute a quorum for the
transaction of business at the Annual Meeting. Shares represented by proxies
or ballots which are marked to "withhold authority" with respect to the
election of any one or more nominees for election as directors will be counted
for purposes of determining the presence or absence of a quorum for the
transaction of business at the Annual Meeting.
Under the law of Missouri, the state in which the Company is incorporated,
the affirmative vote of a majority of the aggregate number of votes represented
by the Class A Shares and the Class B Shares which are present in person or
represented by proxy at a meeting at which a quorum is present, is required to
elect directors. Because a director must receive a majority of the votes cast
to be elected, even if such director otherwise received a plurality, proxies or
ballots marked to "withhold authority" in the election of directors have the
same effect as a vote against such nominee or nominees.
As a practical matter, the act of withholding a vote for one or more of
the Board's nominees, or the act of writing in the name of one or more other
candidates for election to the Board, will have no effect in the election of
directors. Huntco Acquisitions Holding, Inc. ("Acquisitions") and Huntco
Farms, Inc. ("Farms"), both of which are owned and controlled by the Company's
Chairman of the Board and Chief Executive Officer and which collectively
control 87.4% of the total Company vote by virtue of their ownership of all of
the Company's issued and outstanding Class B Shares, have indicated their
intent to vote for the Board of Directors' slate of nominees.
HOLDINGS OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS
The table below indicates certain information as of July 18, 1997,
regarding the beneficial ownership of the Class A Shares and the Class B Shares
by (i) each director of the Company, including the nominees for election as
directors, (ii) each executive officer named in the Summary Compensation Table,
including the Company's Chairman of the Board and Chief Executive Officer,
(iii) companies owned and controlled by the Company's Chairman of the Board and
Chief Executive Officer, and (iv) all executive officers and directors of the
Company as a group.
<TABLE>
<CAPTION>
Number of Number of Percent of Total<F1>
Class A Class B ------------------- Percent of Total
Name Shares Shares Class A Class B Voting Power<F2>
- - ---- ------ ------ ------- ------- ---------------
<S> <C> <C> <C> <C> <C>
B.D. Hunter<F3><F4> 72,000<F5> 3,650,000 1.4% 100.0% 87.4%
Huntco Acquisitions
Holding, Inc.<F3><F4> - 3,145,000 - 86.2% 75.3%
Huntco Farms, Inc.<F3><F4> - 505,000 - 13.8% 12.1%
Robert J. Marischen<F4> 231,308<F6> - 4.2% - <F7>
Terry J. Heinz 204,764<F8> - 3.7% - <F7>
Donald E. Brandt 5,150<F9> - <F7> - <F7>
James J. Gavin, Jr. 73,750<F10> - 1.4% - <F7>
Michael M. McCarthy 61,250<F11> - 1.2% - <F7>
All executive officers
and directors as a
group (6 persons)<F12> 611,222<F13> 3,650,000 10.7% 100.0% 88.0%
<FN>
<F1> The percent of ownership of Class A Shares and Class B Shares has been calculated in
accordance with the rules promulgated by the Securities and Exchange Commission (the "SEC"). The
numerator is comprised of the number of Class A Shares or Class B Shares, as appropriate, owned
by the individual or entity (and with respect to the Class A Shares, the number of Class A Shares
issuable upon exercise of stock options granted under the Huntco Inc. 1993 Incentive Stock Plan
(the "1993 Plan") which are currently exercisable or which will become exercisable within sixty
days of July 18, 1997). The denominator is comprised of the number of shares represented by all
of the issued and outstanding shares of that class (including, with respect to the Class A
Shares, the number of Class A Shares issuable upon exercise of stock options granted under the
1993 Plan and which are immediately exercisable (or will be exercisable within sixty days of July
18, 1997), awarded to such individual, but excluding the number of Class A Shares issuable upon
exercise of options granted to any other individual).
<F2> The percent of total voting power has also been calculated in accordance with the rules
promulgated by the SEC. The numerator is comprised of the number of votes appertaining to each
share owned by the individual or entity (plus the number of votes represented by Class A Shares
issuable upon exercise of stock options granted under the 1993 Plan which are currently
exercisable or which will become exercisable within sixty days of July 18, 1997). The
denominator is comprised of the number of votes represented by all of the issued and outstanding
shares of Common Stock plus the number of votes represented by the Class A Shares issuable upon
exercise of stock options granted under the 1993 Plan and which are immediately exercisable (or
will be exercisable within sixty days of July 18, 1997) awarded to such individual, but excluding
the votes represented by Class A Shares issuable upon exercise of options granted to any other
individual.
<F3> Mr. B. D. Hunter, the Company's Chairman of the Board and Chief Executive Officer, owns
all of the outstanding preferred stock of Huntco Enterprises, Inc. ("Huntco Enterprises"), which,
in conjunction with the shares of common stock over which he shares voting control as trustee of
various Trusts (as defined below), gives him substantially all of the voting control of that
entity. Huntco Enterprises is the ultimate parent company of Farms and Acquisitions.
Substantially all of the remaining shares of Farms and Acquisitions are owned by other persons or
trusts with whom Mr. Hunter is affiliated. Therefore, Mr. Hunter has or shares voting control
with respect to substantially all of the Class B Shares owned by Acquisitions and Farms. The
business address of Mr. Hunter, Farms and Acquisitions is 14323 S. Outer Forty, Suite 600 N.,
Town & Country, Missouri 63017.
<F4> Mr. B. D. Hunter and Mr. Robert J. Marischen are co-trustees of certain trusts created
by Mr. Hunter for the benefit of his children (the "Trusts"). Mr. Marischen and another
individual are co-trustees of certain trusts for the benefit of Mr. Hunter's grandchildren (the
"Grandchildren's Trusts"). The Trusts and the Grandchildren's Trusts own all of the common stock
of Huntco Enterprises. Under the terms of the Trusts and the Grandchildren's Trusts, the
co-trustees must approve the voting and investment decisions with respect to shares held by the
Trusts and the Grandchildren's Trusts. Accordingly, Messrs. Hunter and Marischen share voting
and investment power over the 3,650,000 Class B Shares owned by Farms and Acquisitions.
Additionally, Mr. Hunter owns all of the outstanding preferred stock of Huntco Enterprises which,
in conjunction with the shares of common stock over which he shares voting control as trustee of
the Trusts, gives him substantially all of the voting control of that entity. Mr. Marischen
disclaims beneficial ownership of the Class B Shares owned by Farms and Acquisitions, and these
Class B Shares are not reflected in the table herein as being beneficially owned by Mr.
Marischen.
<F5> Sole voting and investment power over 35,000 Class A Shares which includes 30,000 Class
A Shares issuable upon exercise of stock options granted under the 1993 Plan. Does not include
40,000 Class A Shares underlying stock options granted under the 1993 Plan which are not deemed
to be currently exercisable. Shared voting and investment power over 37,000 Class A Shares owned
by a corporation of which Mr. Hunter is the owner of 49% of the issued and outstanding voting
capital stock and Mr. Marischen is the owner of 51% of the issued and outstanding voting capital
stock. Due to the nature of the professional relationship between Messrs. Hunter and Marischen,
these 37,000 Class A Shares are deemed to be owned by each of them.
<F6> Sole voting and investment power over 190,144 Class A Shares which includes 180,000
Class A Shares issuable upon exercise of stock options granted to Mr. Marischen under the 1993
Plan. Does not include 40,000 Class A Shares underlying stock options granted under the 1993
Plan which are not exercisable. Shared voting and investment power over 37,411 Class A Shares.
Of these Class A Shares, 37,000 are the Class A Shares owned by the company which is owned by
Messrs. Marischen and Hunter described with more particularity in Note 5 above. The remaining
411 Class A Shares over which Mr. Marischen is deemed to share voting and investment power are
registered in the name of Mr. Marischen's spouse. Mr. Marischen maintains 3,753 Class A Shares
in his account in the Huntco Inc. 401(k) Retirement Savings Plan (the "Retirement Savings Plan").
Mr. Marischen and two other Company employees are co-trustees of a trust (the "401(k) Trust")
established for the purpose of holding and investing assets of the Retirement Savings Plan. The
trustees make voting decisions with respect to the Class A Shares held by the 401(k) Trust.
Therefore, Mr. Marischen has shared voting power over a total of 34,332 Class A Shares owned by
the 401(k) Trust, although he disclaims beneficial ownership of the Class A Shares owned by that
trust except for the 3,753 Class A Shares allocated to his account in the Retirement Savings Plan
noted above.
<F7> Less than 1%.
<F8> Sole voting and investment power over 183,190 Class A Shares which includes 180,000
Class A Shares issuable upon exercise of options granted to Mr. Heinz under the 1993 Plan. No
voting power over 1,574 Class A Shares allocated to Mr. Heinz's account in the Retirement Savings
Plan. Does not include 40,000 Class A Shares underlying stock options granted under the 1993
Plan which are not deemed to be exercisable. Shared voting and investment power over 20,000
Class A Shares held in a general partnership of which Mr. Heinz has a one-third interest.
<F9> Sole voting and investment power over 5,150 Class A Shares which includes 2,750 Class A
Shares issuable upon exercise of stock options granted to Mr. Brandt under the 1993 Plan. Does
not include 2,250 Class A Shares underlying stock options granted under the 1993 Plan which are
not deemed to be exercisable.
<F10> Sole voting and investment power over 63,750 Class A Shares which includes 2,750 Class
A Shares issuable upon exercise of stock options granted to Mr. Gavin under the 1993 Plan.
Includes 10,000 Class A Shares held by a charitable foundation of which Mr. Gavin is President,
but with respect to which Class A Shares Mr. Gavin disclaims beneficial ownership. Does not
include 2,250 Class A Shares underlying stock options granted under the 1993 Plan which are not
deemed to be exercisable.
<F11> Sole voting and investment power over 9,750 Class A Shares which includes 2,750 Class A
Shares issuable upon exercise of stock options granted to Mr. McCarthy under the 1993 Plan. Does
not include 2,250 Class A Shares underlying stock options granted under the 1993 Plan which are
not deemed to be exercisable. Mr. McCarthy disclaims beneficial ownership of 51,500 Class A
Shares owned by companies affiliated with Mr. McCarthy.
<F12> Messrs. Hunter and Marischen have voting and investment control over all of the Class B
Shares owned by Acquisitions and Farms.
<F13> Includes 398,250 Class A Shares issuable upon exercise of options granted to directors
and executive officers under the 1993 Plan.
</TABLE>
<PAGE>
The following table sets forth information as of July 18, 1997, regarding
all persons known to be the beneficial owners of more than five percent of the
Company's Class A Shares who are not connected with the Company otherwise than
through ownership of the Class A Shares.
<TABLE>
<CAPTION>
Percent of
Number of Class A Shares
Name and Address Class A Shares Outstanding
---------------- -------------- --------------
<S> <C> <C>
FMR Corp.
82 Devonshire Street
Boston, Massachusetts 02109 360,600<F1> 6.8%
The Crabbe Huson Group, Inc.
121 SW Morrison, Suite 1400
Portland, Oregon 97204 760,600<F2> 14.4%
Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, New York 10020 461,500<F3> 8.7%
Weiss, Peck & Greer, L.L.C.
One New York Plaza
New York, NY 10004 546,200<F4> 10.3%
Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258 548,000<F5> 10.4%
Dimensional Fund Advisors, Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401 341,100<F6> 6.4%
<FN>
<F1> The information in this footnote is provided pursuant to Amendment No. 1 to Schedule 13G
dated February 14, 1997 ("FMR 13G") filed with the SEC by FMR Corp. ("FMR"), Fidelity Management
and Research Company, a wholly-owned subsidiary of FMR ("Fidelity") and two shareholders and
directors of FMR, including Edward C. Johnson 3d, FMR's chairman ("Johnson"), a copy of which
filing was provided to the Company by FMR. Of the 360,600 Class A Shares shown as owned by FMR,
189,000 are reported as being beneficially owned by Fidelity which is an investment advisor
registered under Section 203 of the Investment Advisors Act of 1940 (the "Investment Advisors
Act") as a result of acting as investment adviser to various investment companies registered
under Section 8 of the Investment Company Act of 1940 (the "Investment Company Act"). The
remaining 171,600 Class A Shares are reported as being beneficially owned by Fidelity Management
Trust Company ("Fidelity Trust"), a wholly-owned subsidiary of FMR and a "bank" as defined in
Section 3(a)(6) of the Securities Exchange Act of 1934 (the "Exchange Act"). Johnson reports
beneficial ownership of the entire 360,600 Class A Shares. Both FMR and Johnson report sole
dispositive power with respect to all 360,600 Class A Shares. Neither FMR nor Johnson report any
voting power over the Class A Shares beneficially owned by Fidelity. Fidelity carries out the
voting of these Class A Shares under written guidelines established by the boards of trustees of
various funds. Of the 171,600 Class A Shares reported as beneficially owned by Fidelity Trust,
FMR and Johnson have sole voting power over 146,500 Class A Shares and no voting power over the
remaining 25,100 Class A Shares which the FMR 13G reports as being owned by institutional
accounts.
<F2> The information in this footnote is provided pursuant to Amendment No. 2 to Schedule 13G
dated April 1, 1997 and filed with the SEC by The Crabbe Huson Group, Inc., which reports that it
is an investment advisor registered under the Investment Advisors Act. The Crabbe Huson Group,
Inc. reports shared voting and investment power over the Class A Shares deemed beneficially owned
by it.
<F3> The information in this footnote is provided pursuant to Amendment No. 1 to Schedule 13G
dated April 7, 1997 and filed with the SEC by Lazard Freres & Co. LLC ("Lazard"), which reports
that it is a broker or dealer registered under Section 15 of the Exchange Act. Lazard reports
sole voting and investment power over the Class A Shares reported as beneficially owned by it,
which represents 8.7% of the issued and outstanding Class A Shares.
<F4> The information in this footnote is provided pursuant to Amendment No. 1 to Schedule 13G
dated January 31, 1997 and filed with the SEC by Weiss, Peck & Greer, L.L.C. ("WP&G"), which
reports that it is a broker or dealer registered under the Exchange Act and an investment advisor
registered under the Investment Advisors Act. WP&G reports shared voting and investment power
over the Class A Shares reported in the aforementioned Amendment No. 1 to Schedule 13G. The
number of Class A Shares WP&G reports that it holds for the discretionary accounts of certain of
its clients represents 10.3% of the issued and outstanding Class A Shares. WP&G expressly
disclaims beneficial ownership of the Class A Shares reported in the aforementioned Schedule 13G.
<F5> The information in this footnote is provided pursuant to Amendment No. 3 to Schedule 13G
dated June 6, 1997 filed with the SEC by Mellon Bank Corporation, Mellon Bank N.A., The Dreyfus
Corporation, and Dreyfus Variable Investment Fund - Small Capital Portfolio. A copy of this
filing was provided to the Company by Mellon Bank Corporation. Mellon Bank Corporation reports
that it is a parent holding company with respect to its direct or indirect subsidiaries, Mellon
Bank N.A., which is a "bank" as that term is defined in the Exchange Act, The Dreyfus
Corporation, which is an investment advisor registered under the Investment Advisors Act, and
Dreyfus Variable Investment Fund - Small Capital Portfolio, which is an investment company
registered under the Investment Company Act. Mellon Bank Corporation reports sole voting power
over all 548,000 Class A Shares, sole investment power over 51,000 Class A Shares and shared
investment power over 497,000 Class A Shares. Mellon Bank N.A. reports sole voting power over
539,000 Class A Shares, sole investment power over 41,000 Class A Shares, and shared investment
power over 497,000 Class A Shares. The Dreyfus Corporation reports sole voting and shared
investment power over 497,000 Class A Shares. The Dreyfus Variable Investment Fund - Small
Capital Portfolio reports sole voting and shared investment power over 449,800 Class A Shares.
This filing indicates that it is not to be construed as an admission that Mellon Bank Corporation
or its direct or indirect subsidiaries are the beneficial owners of the securities covered by the
filing.
<F6> The information set forth in the table opposite the reference to Dimensional Fund
Advisors, Inc. and in the next two sentences was prepared by such reporting person and furnished
to the Company on May 23, 1997. "Dimensional Fund Advisors Inc. ( Dimensional'), a registered
investment advisor, is deemed to have beneficial ownership of 341,100 [Class A Shares] as of
3/31/97, all of which shares are held in portfolios of DFA Investment Dimensions Group Inc., a
registered open-end investment company, or in series of The DFA Investment Trust Company, a
Delaware business trust, or the DFA Group Trust and the DFA Participating Group Trust, investment
vehicles for qualified employee benefit plans, all of which Dimensional Fund Advisors Inc. serves
as investment manager. Dimensional disclaims beneficial ownership of all such shares."
Dimensional reports that it is deemed to have sole voting power over 222,500 Class A Shares, and
sole dispositive power over 341,100 Class A Shares. The information furnished by Dimensional to
the Company on May 23, 1997 provides that "Persons who are officers of Dimensional Fund Advisors
Inc. also serve as officers of DFA Investment Dimensions Group Inc., (the Fund') and The DFA
Investment Trust Company (the Trust'), each an open-end management investment company registered
under the Investment Company Act of 1940. In their capacity as officers of the Fund and the
Trust, these persons vote 41,500 additional [Class A] shares which are owned by the Fund and
77,100 [Class A] shares which are owned by the Trust (both included in sole dispositive power)."
</TABLE>
PROPOSAL 1: ELECTION OF DIRECTORS
NOMINEES FOR DIRECTORS
The Company's Restated Articles of Incorporation and the Bylaws as amended
provide for a classified Board of Directors, with the Board divided into three
classes whose terms expire at different times. The Company presently has six
directors. Two members are to be elected to the Board of Directors at the 1997
Annual Meeting, each to serve for a term of three years. Both of the nominees
comprising the Board of Directors' slate of nominees at the Annual Meeting,
Messrs. Donald E. Brandt and Michael M. McCarthy, are currently directors of
the Company.
The persons named in the enclosed form of proxy intend to vote such proxy
for the election of Messrs. Brandt and McCarthy as directors of the Company,
unless the shareholder indicates on the form of proxy that the vote should be
withheld or contrary directions are indicated. If the proxy card is signed and
returned without any direction given, shares will be voted for the election of
Messrs. Brandt and McCarthy. The Board of Directors has no reason to doubt the
availability of either of the nominees and both have indicated their
willingness to serve if so elected. If either or both the nominees shall
decline or are unable to serve, it is intended that, in the discretion of the
Board of Directors, either the size of the Board will be reduced or the proxies
will vote for a substitute nominee or nominees designated by the Board of
Directors.
<PAGE>
<TABLE>
Information as of July 1, 1997 Regarding the Nominees for Directors
to be Elected in 1997 for Terms Ending in 2000
----------------------------------------------
<CAPTION>
Present Term
Name Age Expires Business Experience
---- --- ------- --------------------------------------------
<S> <C> <C> <C>
Donald E. Brandt<F1><F2> 42 1997 Director of the Company since May 1993. Senior
Vice President-Finance and Corporate Services
of Union Electric Company, a publicly held
electric utility company since July 1993;
Senior Vice President-Finance and Accounting
of Union Electric Company for the five year
period prior thereto. Chairman of the Board
of St. Louis Equity Fund, Inc.; Trustee of
Maryville University; Director of St. Louis
Regional Housing Alliance and member of the
Board of Governors of Cardinal Glennon
Children's Hospital.
Michael M. McCarthy<F1><F2> 58 1997 Director of the Company since May 1993.
Chairman of the Board and Chief Executive
Officer of McCarthy Building Companies, a
large, privately-owned commercial construction
company, since 1977; Chairman and Chief
Executive Officer of McCarthy Brothers Company
since 1976. Director of Mark Twain
Bancshares, Inc. until April 25, 1997.
<CAPTION>
Information as of July 1, 1997 Regarding the Directors Who are Not Nominees
for Election and Whose Terms Continue Beyond 1997
-------------------------------------------------
Present Term
Name Age Expires Business Experience
---- --- ------- --------------------------------------------
<S> <C> <C> <C>
James J. Gavin, Jr.<F1><F2><F3> 74 1998 Director of the Company since May 1993.
Retired; Vice Chairman and Director of
Borg-Warner Corporation, a publicly-held,
diversified manufacturing company, from 1985
until his retirement in 1987; Senior Vice
President of Finance of Borg-Warner prior to
1985. Director of Service Corporation
International and Trustee of Benchmark Funds.
Terry J. Heinz 46 1998 President, Chief Operating Officer and
Director of the Company since May 1993.
Director, President and Chief Executive
Officer of Huntco Steel, Inc. ("Huntco
Steel"), an indirect wholly-owned subsidiary
of the Company, since 1987.
B.D. Hunter<F3> 67 1999 Chairman of the Board and Chief Executive
Officer of the Company since May 1993.
Chairman of the Board of Huntco Enterprises
and of Acquisitions and Farms since 1986.
Director of Service Corporation International,
Cash America International, Inc., and
Celebrity, Inc. Director of Mark Twain
Bancshares, Inc., until April 25, 1997.
Robert J. Marischen<F3> 44 1999 Vice Chairman of the Board and Chief Financial
Officer of the Company since May 1993.
President, Chief Executive Officer and
Director of Huntco Enterprises, Acquisitions
and Farms since 1986 and Director and Vice
President of Huntco Steel and Midwest
Products, Inc. (also an indirect wholly-owned
subsidiary of the Company), since 1986 and
1989, respectively.
<FN>
<F1> Member of Audit Committee
<F2> Member of Compensation Committee
<F3> Member of Executive Committee
</TABLE>
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The business of the Company is under the general management of the Board
of Directors (the "Board") as provided by the laws of Missouri, the state of
incorporation. The Board of Directors held four meetings during the fiscal
year ended April 30, 1997 ("Fiscal 1997"). It is anticipated that in future
years the Board will continue to meet at least quarterly.
Standing committees of the Board of Directors include the Executive
Committee, the Audit Committee, and the Compensation Committee. Between Board
meetings, Board responsibilities are delegated to the Executive Committee,
comprised of three Board members. The Executive Committee did not hold any
formal meetings during Fiscal 1997 but acted by unanimous written consent on
six occasions during that period.
The Audit Committee is comprised entirely of all of the Company's outside
directors. The function of the Audit Committee is to: (i) assist in the
selection of independent auditors; (ii) direct and supervise investigations
into matters relating to audit functions; (iii) review with independent
auditors the plans and results of the audit engagement; (iv) review the degree
of independence of the auditors; (v) consider the range of audit and non-audit
fees; and (vi) review the adequacy of the Company's system of internal
accounting controls. During Fiscal 1997, the Audit Committee held two
meetings.
The Compensation Committee, comprised entirely of all of the Company's
outside directors, is responsible for reviewing and approving salaries and
annual incentive compensation for the executive officers and certain other
officers and employees of the Company. During Fiscal 1997, the Compensation
Committee met once.
The entire Board serves in the capacity of a nominating committee. The
Board will accept recommendations for nominations as directors from
shareholders. Shareholders wishing to propose such nominees for consideration
should write to Mr. B.D. Hunter, the Company's Chairman of the Board and Chief
Executive Officer, at the principal executive office of the Company.
During Fiscal 1997, all of the directors of the Company attended at least
75% of the aggregate of the meetings of the Board and the committees of the
Board on which each served. The two directors comprising the Board's slate of
nominees for election at the Annual Meeting attended all of the meetings of the
Board and the committees on which they served.
DIRECTORS' FEES
Messrs. Hunter, Marischen and Heinz, as employees of the Company, receive
neither retainers nor fees for attendance at Board or Board committee meetings.
Messrs. Brandt, Gavin and McCarthy each receives $1,000 for every Board meeting
they attend and $500 each for attendance at every meeting of those committees
of the Board on which they serve. In addition, Mr. Gavin is paid $2,500
quarterly for serving on the Executive Committee.
RECOMMENDATION OF THE BOARD OF DIRECTORS
Acquisitions and Farms have expressed their intent to vote for Proposal 1,
the election of the Board of Directors' slate of nominees. The Board
recommends that the holders of the Class A Shares also vote "FOR" the Board's
slate of nominees.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Company's executive compensation program is administered by the
Compensation Committee of the Board of Directors. The Compensation Committee
is a committee of outside directors, chaired by Mr. Michael M. McCarthy. Other
members of the Compensation Committee are Mr. Donald E. Brandt and Mr. James J.
Gavin, Jr.
The Compensation Committee has the ultimate responsibility for aligning
the Company's compensation programs with its business strategy and for assuring
shareholders that pay delivery programs are effective, responsible and
competitive when compared to similarly situated organizations. In that regard,
the Compensation Committee is responsible for reviewing and approving salaries
and annual incentive compensation of the Company's executive officers.
This report documents the basis upon which compensation decisions were
made for Fiscal 1997 with respect to Mr. B.D. Hunter, as the Company's Chief
Executive Officer, and to its only other executive officers, Messrs. Marischen
and Heinz.
COMPENSATION PHILOSOPHY AND OBJECTIVES OF EXECUTIVE COMPENSATION PROGRAMS
It is the philosophy of the Company and the Compensation Committee that
all compensation programs should provide a direct link between the performance
of the Company and the compensation of its executive officers. Consistent with
this philosophy, all of the executive officer compensation and benefit plans
have been designed to motivate, reward and retain the broad-based management
talent required to achieve corporate objectives and increase shareholder value.
Toward this end, the Company has designed and implemented a compensation
program for Messrs. Hunter, Marischen and Heinz which, in addition to base
salary, focuses strongly on annual incentive compensation with bonus awards
tied closely to the attainment of specified financial targets. The
Compensation Committee also utilizes stock options as an integral component of
its executive compensation program because it believes that this form of
compensation provides the clearest link to enhanced shareholder value.
The Company's executive compensation program is designed to provide the
Compensation Committee with the flexibility to emphasize one component of the
total compensation package over another as circumstances demand. Further, the
Compensation Committee has the flexibility to revise the annual bonus component
during any fiscal year to ensure that the incentive aspect of the Company's
compensation system is preserved.
BASE SALARIES
The Compensation Committee does not attempt to adhere to predefined
specific quantitative or qualitative criteria in establishing base salary
amounts, nor are certain criteria deemed more important or given more weight
than other factors. In setting base salaries for Fiscal 1997 which it did in
early April 1996, the Compensation Committee subjectively evaluated the
Company's financial and operating results during the then current fiscal year
and considered other subjective criteria, all as described below.
Although net income and earnings per share during Fiscal 1996 were
disappointing, the Compensation Committee recognized that these results were
due to the combined negative effects of rapidly changing steel prices (which
were beyond the control of the Company's executive officers) and to start-up
costs and delays associated with the Company's new cold rolling complex in
Blytheville, Arkansas. The Compensation Committee concluded that start-up
costs and delays are to be expected for companies that attempt to grow and
position themselves competitively for the future through capital expansion.
The members of the Compensation Committee believed that the negative effects
had the greatest impact during the first half of Fiscal 1996 and concluded that
but for the efforts of Messrs. Hunter, Marischen and Heinz, larger declines
would have been sustained. The members of the Compensation Committee realized
that the knowledge, leadership and experience of Messrs. Hunter, Marischen and
Heinz would be essential to the continued growth and expansion of the Company
during Fiscal 1997 and beyond.
The Compensation Committee considered other criteria more subjective in
nature in establishing base salaries for Fiscal 1997. Some of these subjective
factors consisted of an evaluation of the executive officers' respective job
responsibilities, the Compensation Committee's perception regarding their
importance to the Company and its operations and comparison to the compensation
to be paid to the Company's non-executive officers for the upcoming year.
In recognition of the past efforts of Messrs. Hunter, Marischen and Heinz
and the realization that to freeze the base salaries of its executives would
effectively penalize them for their efforts to grow the Company internally and
would be counterproductive and might even serve as a disincentive, and based
upon expected increases in net sales, income from operations, net income and
net income per share during Fiscal 1997, the Compensation Committee concluded
that it would be appropriate to award each executive officer a six percent
increase in their respective base salaries for Fiscal 1997. Base salaries for
Fiscal 1997 for Messrs. Hunter, Marischen and Heinz are included in the
"Salary" column of the Summary Compensation Table herein. The amount of the
percentage increase was subjectively determined based upon the Compensation
Committee's goal of arriving at base salaries which would be fair to both the
Company and the executive officers based upon the evaluation of the criteria
described above. Because the Compensation Committee believes the base salary
to be reflective of the executives' respective value to the Company and the
emphasis on incentive compensation described below, the Compensation Committee
determined that future increases in base salary, if any, would not be automatic
and would be reconsidered on an annual basis.
ANNUAL INCENTIVE COMPENSATION
A significant portion of Messrs. Hunter's, Marischen's and Heinz's total
compensation is at risk through annual incentive opportunities that have
historically been linked to key financial objectives of the Company. The goal
of this policy is to focus the Company's executive officers on the attainment
of financial objectives that the Compensation Committee believes are
significant determinants of the Company's share price over time.
For Fiscal 1997, the Compensation Committee established a new incentive
compensation program under which the amount of the bonuses to be paid to each
of the Company's three executives would be based on an objective measurement of
corporate performance which would correlate strongly with the interests of the
Company's common stockholders -- earnings per share.
In short, the total amount of the bonuses which Messrs. Hunter, Marischen
and Heinz had the opportunity to earn was based upon the Company's attainment
of various quarterly, year-to date and full year earnings per share targets
established by the Compensation Committee. The targets were intended to be
aggressive and challenging so that the Company would only be obligated to pay,
and the executive officers would only be entitled to receive, increasingly
higher bonus compensation if and to the extent the Company achieved
increasingly higher earnings per share throughout the course of the fiscal
year.
Based on the Company's first quarter and second quarter earnings per share
as applied to the earnings per share targets, Messrs. Hunter, Marischen and
Heinz earned incentive compensation which equaled twenty percent of their
respective base salaries. The amounts earned by Messrs. Hunter, Marischen and
Heinz are set forth under the "Bonus" column in the Summary Compensation Table.
LONG TERM INCENTIVE COMPENSATION
The Huntco Inc. 1993 Incentive Stock Plan (the "1993 Plan"), provides for
the awards of non-qualified stock options to purchase Class A Shares, incentive
stock options to purchase Class A Shares, restricted Class A Shares and stock
appreciation rights.
In July 1996, the Board amended the 1993 Plan pursuant to recently enacted
regulations by the Securities and Exchange Commission in connection with
Section 16 of the Securities Exchange Act of 1934. One of the amendments
allowed the Company to eliminate the Stock Option Committee; all compensation
decisions affecting the Chief Executive Officer and the Company's other
executive officers during Fiscal 1997, including the decisions to award stock
options, were made by the Compensation Committee. All grants of benefits under
the 1993 Plan are at the complete discretion of the Compensation Committee,
which may award them based on whatever subjective or objective criteria it
deems appropriate.
In order to continue to focus the Company's executive officers on
increasing shareholder value, during Fiscal 1997 the Compensation Committee
granted options to purchase 10,000 shares of Class A common stock to each of
Messrs. Hunter, Marischen and Heinz. These options were structured to vest
twenty-five percent per year over four years, contain exercise prices equal to
the fair market value of the Company's Class A common stock on the date of
grant, and expire at the end of the fifth year from the date of grant. Through
the grant of these options, the Compensation Committee believes that
management's focus on the continued enhancement of shareholder returns via
maximization of the company's stock price over this vesting period will be
optimized.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
As noted above, the percentage increase in base salary, the earnings per
share targets and the number of non-qualified stock options awarded under the
1993 Plan with respect to Mr. Hunter, the Company's Chairman of the Board and
Chief Executive Officer, were identical to the percentage increase in base
salary, earnings per share targets and number of stock options awarded to
Messrs. Marischen and Heinz, the Company's only other executive officers.
Accordingly, the discussion of those components of the total compensation
package set forth above are equally applicable to Mr. Hunter as they are to the
Company's other executive officers.
Mr. Hunter's total compensation exceeded that of Messrs. Marischen and
Heinz during Fiscal 1997 because his base salary and the annual incentive bonus
he received (which was based on his base salary) was higher than that of the
Company's other executive officers. The difference in his base salary as
compared to that of Messrs. Marischen and Heinz is not based on any objective
measurement. Rather, it is based on the Compensation Committee's subjective
evaluation of Mr. Hunter's performance as Chief Executive Officer of the
Company since its initial public offering in June of 1993, its perception of
Mr. Hunter's years of experience, leadership, general executive and managerial
abilities and responsibilities and his vision with respect to the continued
growth and expansion of the Company and his commitment to increasing
shareholder value. None of the factors used to evaluate Mr. Hunter or to
determine his base salary was given any more weight than any other factor.
LIMITATIONS OF TAX DEDUCTIONS FOR EXECUTIVE COMPENSATION
The Internal Revenue Code, and the regulations promulgated thereunder,
limit the tax deduction the Company may recognize for compensation paid to the
executive officers whose compensation is listed in this Proxy Statement, to
$1.0 million per person, per year. This deduction limit does not apply to
compensation that complies with applicable provisions of such regulations. In
order that awards made under the 1993 Plan could comply with the statute
providing for the deductibility of executive compensation, during Fiscal 1997
the Company submitted an amendment to the vote of the Company's shareholders
limiting the number of Class A Shares which may be awarded under the Plan to
any one participant in any one calendar year to 60,000. This amendment was
approved by the shareholders at the Company's Annual Meeting of Shareholders
held on September 12, 1996.
Because the Compensation Committee did not expect the compensation to be
paid to such persons to exceed $1.0 million per person in Fiscal 1997, the
Compensation Committee did not take any other action prior to or during Fiscal
1997 which would have been required to comply with the aforementioned statute
so that the deduction limit would not apply. The Compensation Committee will
continue to evaluate the other components of the Company's executive
compensation program and will take the necessary actions with respect to such
regulations if it is deemed appropriate to do so with respect to compensation
to be paid to executive officers in future years.
Mr. Donald E. Brandt Mr. James J. Gavin, Jr. Mr. Michael M. McCarthy
Being all the Members of the Compensation Committee
EXECUTIVE COMPENSATION
The following tables provide compensation information and information
about the amount and value of employee stock options held by the only three
executive officers of the Company.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term
Compensation Awards
Annual Compensation ------------------- All Other
Name and ------------------- Securities Underlying Compensation
Principal Position Year Salary($)<F1> Bonus($) Options/SARs(#)<F2> ($)<F3>
- - ------------------ ---- ------------- -------- ------------------- ---------
<S> <C> <C> <C> <C> <C>
B.D. Hunter 1997 $291,500 $ 58,300 10,000 -
Chairman and Chief 1996 $275,000 $ 82,500 - $1,500
Executive Officer 1995 $250,000 $142,667 60,000 $1,308
Robert J. Marischen 1997 $265,000 $ 53,000 10,000 $3,000
Vice Chairman and 1996 $250,000 $ 75,000 - $1,500
Chief Financial Officer 1995 $225,000 $128,401 60,000 $1,468
Terry J. Heinz 1997 $260,000 $ 52,000 10,000 $3,000
President and Chief 1996 $245,000 $ 73,500 - $1,500
Operating Officer 1995 $220,000 $125,547 60,000 $1,416
<FN>
<F1> Amounts shown include cash compensation earned and received as well as compensation
earned but deferred at the election of the executive officer.
<F2> This column represents grants made under the 1993 Plan.
<F3> Includes matching contributions by the Company during Fiscal 1997 to the accounts of the
following individuals under the Huntco Inc. 401(k) Retirement Savings Plan, which is a defined
contribution plan, as follows: Mr. Hunter, $0; Mr. Marischen, $3,000; and Mr. Heinz, $3,000.
</TABLE>
<TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation
Individual Grants for Option Term
- - --------------------------------------------------------------------------- -------------------
% of Total
Options/SARs
Number of Securities Granted to Exercise or
Underlying Options/ Employees in Base Price Expiration
Name SARs Granted(#)<F1> Fiscal Year ($/Sh) Date 5%($)<F2> 10%($)<F2>
---- -------------------- ------------ ----------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
B. D. Hunter 10,000<F3> 10.2% $12.50 04/03/2002 $34,535 $76,314
Robert J. Marischen 10,000<F3> 10.2% $12.50 04/03/2002 $34,535 $76,314
Terry J. Heinz 10,000<F3> 10.2% $12.50 04/03/2002 $34,535 $76,314
<FN>
<F1> No SARs were granted in tandem with the options.
<F2> The dollar amounts under these columns are the result of calculations at the 5% and 10%
rates set by the SEC and therefore are not intended to forecast possible future appreciation, if
any, of the stock price of the Company's Class A Shares. The Company did not use an alternative
formula for a grant date valuation, as the Company is not aware of any formula which will
determine with reasonable accuracy a present value based on future unknown or volatile factors.
<F3> One-quarter of the options granted are exercisable on the first, second, third and
fourth anniversaries of the date of the grant.
</TABLE>
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options/SARs
Options/SARs at FY-End (#) at FY-End ($)<F1>
------------------------- -------------------------
Name Exercisable/Unexercisable Exercisable/Unexercisable
- - ---- ------------------------- -------------------------
<S> <C> <C>
B. D. Hunter 30,000/40,000 <F2>/$5,000
Robert J. Marischen 180,000/40,000 <F2>/$5,000
Terry J. Heinz 180,000/40,000 <F2>/$5,000
<FN>
<F1> Represents the difference between (a) the closing price on the New York Stock Exchange
on April 30, 1997 of the Class A Shares and (b) the exercise price of the employee stock options
awarded to the named executive officer, which difference is multiplied by the number of options
owned by the named executive officer.
<F2> None of the employee stock options awarded to Messrs. Hunter, Marischen and Heinz which
are exercisable are in-the-money.
</TABLE>
CERTAIN CONTRACTS
Both Messrs. Marischen and Heinz are parties to employment agreements with
the Company (the "Employment Agreements"). Except for the base salaries to be
paid to each thereunder (Mr. Marischen being contractually entitled to receive
a base salary of not less than $265,000 in the fiscal year ended April 30, 1998
("Fiscal 1998") and Mr. Heinz being contractually entitled to receive a base
salary of not less than $260,000 in Fiscal 1998), the Employment Agreements are
identical. Both Employment Agreements have automatic one-year renewals
effective each April 30 (the "Renewal Term"), unless notice is given by either
party thereto that such Employment Agreement is not to be renewed or unless the
Employment Agreement has been terminated by the respective parties thereto or
upon the occurrence of certain events specified in the Employment Agreements.
Both Messrs. Marischen and Heinz are entitled to severance payments under
the Employment Agreements upon termination of their employment. If the Company
notifies either employee that the Employment Agreements will not be renewed at
the expiration of any then current Renewal Term, the employee would be entitled
to annual compensation payments for one year from the date of termination. If
the employee is terminated due to incapacity, in addition to those benefits
that are provided by retirement and benefit programs specifically adopted and
approved by the Company for the employee that are earned and vested at the date
of termination, the employee shall be entitled to receive his base salary
compensation for the six months following such termination. If the Company
terminates the employee "without cause" (as that term is provided in the
Employment Agreements) prior to the expiration of any then current Renewal
Term, then in addition to those benefits that are provided by retirement and
benefit plans and programs specifically adopted and approved by the Company for
employees that are earned and vested at the date of termination, the employee
shall be entitled to his annual compensation payments for one year from the
date of termination.
The Employment Agreements also provide for severance payments of one
year's base salary in the event that the employee voluntarily terminates his
employment within 12 months following a "change of control" as defined in the
Employment Agreements.
During Fiscal 1997 the Compensation Committee adopted a resolution
providing for the payment of bonuses to Messrs. Marischen and Heinz during
Fiscal 1998 (the "1998 Bonus Arrangements") as described below.
Under the 1998 Bonus Arrangements, the annual incentive bonuses Messrs.
Marischen and Heinz will be entitled to earn will be paid quarterly, and will
be based on the Company's quarterly, year-to-date and full year earnings per
share. If earnings per share equals or exceeds certain specified targets, they
each will earn an additional specified percentage of their respective annual
base salaries for Fiscal 1998 (the "Fiscal 1998 Base Salaries") with the bonus
percentage increasing if respectively higher earnings per share targets are
met. The maximum annual incentive bonuses that could be paid to Messrs.
Marischen and Heinz under the 1998 Bonus Arrangements equals 120% of their
respective 1998 Base Salaries.
The Company has agreed to reimburse Messrs. Marischen and Heinz for
federal and state income taxes payable by them on the first $400,000 of taxable
income recognized by each of them upon the exercise of options granted to them
in May 1993 pursuant to the 1993 Plan. Neither Messrs. Marischen nor Heinz has
exercised any of such options; therefore, no tax reimbursement has yet been
made to them by the Company.
In addition to medical and dental coverage to which all employees are
entitled, the Company provides Messrs. Marischen and Heinz with supplemental
health insurance pursuant to which the Company reimburses them for amounts they
incur under the applicable insurance policies until the deductible limits or
after policy limits are reached. Both Messrs. Marischen and Heinz also receive
Company-paid long-term disability coverage and life insurance coverage under
which death benefits are to be paid to the beneficiaries designated by each,
use of a Company automobile and a Company-paid country club membership.
Mr. Hunter is not a party to a written employment contract or bonus
agreement. However, his compensation arrangement, including eligibility for a
performance bonus and medical, dental and supplemental health insurance
coverage, is identical to that contractually provided to Messrs. Marischen and
Heinz. The Company intends to pay Mr. Hunter an annual base salary of $291,500
for Fiscal 1998.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee are Messrs. Brandt, Gavin and
McCarthy, each of whom is a non-employee director. Messrs. Hunter and
Marischen were present at the meeting of the Compensation Committee at which
the remuneration for each of the Company's executive officers for Fiscal 1997
was determined.
STOCK PRICE PERFORMANCE GRAPH
The graph below compares cumulative total shareholder return to the
cumulative total return of the S&P Industrials index and to a peer group index.
The comparison of total return assumes that a fixed investment of $100 was
invested on June 29, 1993 (the effective date of the Company's initial public
offering) in the Company's Class A Shares and in each of the foregoing indices
and further assumes the reinvestment of dividends. The information on the
graph covers the period from June 29, 1993 through the end of Fiscal 1997,
which concluded on April 30, 1997. Since there is no nationally recognized
industry index consisting of intermediate steel processors to be used as a peer
group index, the Company constructed its own peer group. This peer group is
comprised of two companies which represent the only other public companies in
the intermediate steel processing industry with a stock performance history
dating back to June 29, 1993, namely Steel Technologies Inc. and Worthington
Industries, Inc. Although certain other companies in the industry have
completed initial public offerings since June 29, 1993, these companies cannot
yet be used for comparative stock performance purposes. The returns of each
member of the peer group are weighted according to each member's stock market
capitalization as of the beginning of the period measured. The stock price
performance shown on the graph below is not necessarily indicative of future
price performance.
[GRAPH]
<TABLE>
<CAPTION>
June 29, April 30,
------- --------------------------------------
1993 1994 1995 1996 1997
---- ------ ------ ------ ------
<S> <C> <S> <S> <S> <S>
Huntco Inc. 100.00 112.12 103.12 105.26 78.85
S&P Industrials 100.00 101.92 118.96 150.84 182.88
Peer Group 100.00 91.74 92.14 100.30 95.47
</TABLE>
CERTAIN TRANSACTIONS
The Company is a party to two lease agreements with Farms. Under one
agreement, the Company leases space for its executive offices located in Town &
Country, Missouri, in an office building owned by Farms. During Fiscal 1997,
lease payments paid by the Company to Farms under this lease were $22,800. The
Company also leases a ranch facility in Colorado owned by Farms which the
Company uses primarily for the entertainment of customers. During Fiscal 1997,
the Company paid Farms $60,000 in lease payments relating to its use of the
property in Colorado. It anticipates making similar payments under the
aforementioned leases during the current fiscal year.
INDEPENDENT ACCOUNTANTS
The Company is presently utilizing the services of Price Waterhouse LLP,
independent accountants, who have been the Company's and its predecessors
independent accountants since 1986, and who will serve as the Company's
independent accountants for the fiscal year ending April 30, 1998.
Representatives of Price Waterhouse will be present at the Annual Meeting and
will have an opportunity to make a statement if they desire to do so and will
be available to respond to appropriate questions.
SHAREHOLDER PROPOSALS
Any shareholder proposals intended to be presented at the 1998 Annual
Meeting must be received by the Company at its principal executive offices no
later than April 3, 1998, in order to be considered for inclusion in the proxy
materials.
OTHER MATTERS
As stated elsewhere herein, the Board of Directors knows of no other
matters to be presented for consideration at the meeting by the Board of
Directors or by shareholders who have requested inclusion of proposals in the
Proxy Statement. If any other matter shall properly come before the meeting,
the persons named in the accompanying form of proxy intend to vote on such
matters in accordance with their judgment.
The expense of preparing, printing and mailing proxy materials to the
holders of the Company's Class A Shares will be borne by the Company. In
addition, proxies may be solicited personally or by telephone or telefax by
officers or employees of the Company, none of whom will receive additional
compensation therefor. The Company will also reimburse brokerage houses and
other nominees for their reasonable expenses in forwarding proxy materials to
beneficial owners of the Class A Shares.
August 1, 1997
<PAGE>
HUNTCO INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
For Annual Meeting of Shareholders on September 11, 1997
The undersigned hereby appoints B. D. HUNTER, ROBERT J. MARISCHEN and
TERRY J. HEINZ, and each of them, with power of substitution, as proxies of the
undersigned, to attend the Annual Meeting of Shareholders of Huntco Inc. (the
"Company"), to be held at Forest Hills Country Club, located at 36 Forest Club
Drive, Chesterfield, Missouri 63005, on Thursday, September 11, 1997, at 10:00
a.m. local time, and all adjournments thereof, and to vote, as indicated below,
the shares of Class A Common Stock of the Company which the undersigned is
entitled to vote with all the powers the undersigned would possess if present
at the meeting.
1. Election of / / FOR all nominees listed below / / WITHHOLD AUTHORITY
Directors (except as marked to the to vote for all
contrary below) nominees listed below
Donald E. Brandt and Michael M. McCarthy
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
- - ------------------------------------------------------------------------------
2. In their discretion, the proxies are authorized to vote upon any other
business which may properly come before the meeting and all adjournments
thereof.
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder(s). If no direction is made, this proxy
will be voted FOR the election of the nominees listed.
Please date and sign on the reverse side and mail promptly in the enclosed
envelope.
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby revokes all proxies heretofore given by the
undersigned for said meeting. This proxy may be revoked prior to its exercise.
Dated: ____________________________________
____________________________________
Signature
____________________________________
(Signature if held jointly)
Note: Please sign exactly as your
name or names appear hereon. When
signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If
a corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
PLEASE MARK, SIGN AND PROMPTLY RETURN THIS PROXY CARD IN THE ENCLOSED ENVELOPE.
NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
<PAGE>
APPENDIX
Page 15 of the printed proxy statement contains a Stock Price Performance
Graph. The information contained in the graph is depicted in the table that
immediately follows the graph.
