SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN
PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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
[X] Definitive proxy statement permitted by Rule
14a-6(e) (2) )
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
SIMPSON INDUSTRIES, 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)(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: ______________________________________________________
[ ] Fees 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>
SIMPSON
INDUSTRIES, Inc. [logotype]
- ------------------------------------------------------------------------------
47603 Halyard Drive
Plymouth, Michigan 48170-2429
(734) 207-6200
March 13, 1998
To Our Shareholders:
You are cordially invited to attend the 1998 Annual Meeting of
Shareholders of Simpson Industries, Inc. (the "Company"), which will be held
on Tuesday, April 21, 1998 at the Company's headquarters, 47603 Halyard
Drive, Plymouth, Michigan (map enclosed). The meeting will start promptly at
11:00 a.m. eastern daylight time. After the required business session there
will be reports to the shareholders on the progress of the Company, and a
discussion period will follow the reports.
The attached notice of the meeting and Proxy Statement describe the
items of business to be transacted, including the election of directors.
Whether or not you plan to attend the meeting, we urge you to sign,
date and return your proxy in the addressed envelope enclosed for your
convenience so that as many shares as possible may be represented at the
meeting. No postage is required if the envelope is mailed in the United
States. The giving of the proxy will not affect your right to attend the
meeting, nor, if you choose to revoke the proxy, your right to vote in
person.
Sincerely,
/s/ Roy E. Parrott
Roy E. Parrott
Chairman of the Board
and Chief Executive Officer
<PAGE>
SIMPSON
INDUSTRIES, Inc.
[logotype]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 21, 1998
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Simpson Industries, Inc. (the "Company"), will be held at the Company's
headquarters, 47603 Halyard Drive, Plymouth, Michigan, on Tuesday, April 21,
1998, at 11:00 a.m. eastern daylight time for the purposes of:
(1) Election of three directors to serve until the 2001 Annual
Meeting of Shareholders;
(2) Consideration of a shareholder proposal that is opposed by
the Board of Directors; and
(3) Transaction of such other business as may properly come
before the meeting or any adjournment thereof.
You are invited to attend the meeting. If you do not expect to attend
in person, you are urged to sign and return immediately the enclosed proxy,
which is solicited by the Board of Directors. A postage paid envelope is
enclosed for use in returning the proxy. The proxy is revocable and will not
affect your right to vote in person if you attend the meeting.
By Order of the Board of
Directors,
FRANK K. ZINN
Secretary
Plymouth, Michigan
March 13, 1998
<PAGE>
Simpson Industries, Inc.
[ LOGO ]
PROXY STATEMENT
Annual Meeting to be held April 21, 1998
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Simpson Industries, Inc., a Michigan
corporation (the "Company"), to be used at the Annual Meeting of Shareholders
of the Company to be held on Tuesday, April 21, 1998, or at any adjournment
thereof, for the purposes set forth in the accompanying Notice of Annual
Meeting of Shareholders and in this Proxy Statement. The expenses of
soliciting proxies will be paid by the Company. This Proxy Statement and the
enclosed form of proxy were first sent or given to security holders on or
about March 13, 1998.
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is voted. Proxies may be revoked by
(i) filing with the Secretary of the Company, at or before the Annual
Meeting, a written notice of revocation bearing a later date than the proxy,
(ii) duly executing a subsequent proxy relating to the same shares and
delivering it to the Secretary of the Company at or before the Annual
Meeting, or (iii) attending the Annual Meeting and voting in person (although
attendance at the Annual Meeting will not in and of itself constitute a
revocation of a proxy). Any written notice revoking a proxy should be sent to
the Secretary of the Company at the Company's executive offices.
The Annual Report to Shareholders for the year ended December 31, 1997
is enclosed herewith.
The mailing address of the Company's principal executive offices is
47603 Halyard Drive, Plymouth, Michigan 48170.
Only shareholders of record of the Company's common stock, $1 par
value, at the close of business on March 2, 1998 will be entitled to vote at
the meeting or any adjournment thereof. On that date, the Company had
18,236,622 shares of common stock issued and outstanding. Each share of
common stock outstanding on the record date is entitled to one vote. A
majority of outstanding shares will constitute a quorum. Shares cannot be
voted at the meeting unless the holder is present in person or represented by
proxy. Shares may not be voted cumulatively for the election of directors.
MATTERS TO COME BEFORE THE MEETING
Abstentions are counted only for purposes of determining whether a
quorum is present at the meeting. Broker non-votes will not be counted for
any purpose.
(1) Election of Directors
The Bylaws of the Company provide that the Board of Directors shall
consist of not less than three nor more than 12 members, and that the
directors shall be divided into three classes as nearly equal in number as
possible. The term of office of each class of directors expires at the third
succeeding annual meeting after election and the terms of office of the three
classes overlap. Pursuant to the Company's Bylaws, the Board has fixed its
size at nine. Three directors are to be elected to hold office until the 2001
annual meeting, or until their successors have been elected and have been
qualified.
The nominees named below have been selected by the Nominating Committee
of the Board of Directors of the Company. If, due to unforseen circumstances,
any of the nominees will not be available for election, the proxies will be
voted for such other person or persons as the Board of Directors may select.
The nominees for election to the Board receiving a plurality of the votes
cast at the meeting will be elected as Directors.
1
<PAGE>
The following table and accompanying text set forth the name, age,
principal occupation for the past five years and term of service with respect
to the three individuals who are nominees for election and the six directors
who will continue in office after the meeting, as provided to the Company by
each such person. Proxies solicited by the Board of Directors will be voted
in favor of the three nominees if they are received in time to be voted,
unless a shareholder indicates otherwise on the proxy.
<TABLE>
<CAPTION>
First Elected
Name and Age Principal Occupation as a Director
------------ -------------------- -------------
Nominees for Election as Directors Until the 2001 Annual Meeting
<S> <C> <C>
Michael E. Batten, 57 ......... Chairman and Chief Executive Officer, Twin Disc,
Incorporated, a manufacturer of clutches, reverse
and reduction gears, hydraulic couplings and torque
converters, universal joints and transmissions
(Racine, Wisconsin)............................. 1995
Robert W. Navarre, 64 ......... Business Consultant (Naples, Florida)............... 1965
Frank K. Zinn, 63 ............. Member in the firm of Dykema Gossett PLLC, attorneys
(Detroit, Michigan)............................. 1974
<CAPTION>
Directors Whose Terms Continue Until the 1999 Annual Meeting
<S> <C> <C>
George R. Kempton, 64 ......... Business Consultant (Naples, Florida)............. 1983
Ronald L. Roudebush, 50 ....... Vice Chairman and Chief Executive Officer, The
Standard Products Company, a sealing systems
supplier to the automotive and appliance industries
(Dearborn, Michigan).............................. 1993
F. Lee Weaver, 55 ............. Partner in the firm of Weaver, Bennett & Bland, P.A.,
attorneys (Matthews, North Carolina).............. 1976
<CAPTION>
Directors Whose Terms Continue Until the 2000 Annual Meeting
<S> <C> <C>
Susan F. Haka, 48 ............. Ernst & Young Professor of Accounting, Michigan State
University (East Lansing, Michigan)............... 1995
Walter J. Kirchberger, 63 ..... First Vice President--Research, PaineWebber,
Incorporated (Troy, Michigan).................... 1971
Roy E. Parrott, 57 ............ Chairman, President and Chief Executive Officer,
Simpson Industries, Inc. ........................ 1989
</TABLE>
Each nominee is currently a director of the Company. Each director has
been employed in a principal occupation in the capacity shown above or in a
similar one with the same employer for more than five years, except as set
forth below.
Mr. Batten also serves as a director of the following publicly-owned
companies: Twin Disc, Incorporated, Briggs & Stratton Corporation, Firstar
Corporation and Universal Foods Corporation.
Mr. Navarre, formerly Chairman of the Board and Chief Executive Officer
of the Company, retired in November 1997 as Chairman and in November 1994 as
Chief Executive Officer.
The law firm of which Mr. Zinn is a member provided legal services to
the Company and its subsidiaries during the last fiscal year and the Company
expects to retain such firm for such purposes in the current fiscal year.
Mr. Kempton was formerly Chairman and Chief Executive Officer of Kysor
Industrial Corporation for more than five years. Mr. Kempton also serves as a
director of JLG Industries, Incorporated.
Mr. Roudebush was formerly Dealer Principal of Milford Dodge. Prior to
his ownership of Milford Dodge, Mr. Roudebush was President of Automotive
Operations of Rockwell International from 1991 to 1994, and a Business
Consultant from 1994 to 1995. Mr. Roudebush also serves as a director of The
Standard Products Company.
Mr. Kirchberger also serves as a director of McClain Industries, Inc.
Mr. Parrott also serves as a director of Lear Corporation.
2
<PAGE>
Committees of the Board. The Audit Committee of the Board of Directors
is presently comprised of Ms. Haka and Messrs. Kirchberger and Kempton. The
Audit Committee recommends to the Board the appointment of independent
auditors, reviews with the independent auditors the scope and results of the
audit engagement and any non-audit services to be performed by the
independent auditors, monitors the Company's system of internal accounting
controls and evaluates the independence of the independent auditors and their
fees for services.
The Compensation Committee of the Board of Directors is presently
comprised of Messrs. Batten, Roudebush and Weaver. The Compensation Committee
monitors the Company's compensation policies, sets the compensation of the
chief executive officer, and reviews the salary ranges of executive officers
of the Company and remuneration of the directors. The Compensation Committee
also administers the 1984 Stock Option Plan, which was terminated during
1993, the Supplemental Executive Retirement Plan and the 1993 Executive
Long-Term Incentive Plan.
The Nominating Committee of the Board of Directors is presently
comprised of Messrs. Batten, Kempton, Navarre and Roudebush. This Committee
is responsible for establishing criteria for selecting and retaining
directors, recommending to the Board nominees for election as directors and
establishing procedures for filling vacancies on the Board. Shareholders
wishing to propose director candidates for consideration by the Nominating
Committee may do so by writing to the Chairman of the Nominating Committee at
the Company's executive office prior to February 1 of each year for the
Annual Meeting held during the following April. The Bylaws of the Company
require shareholders who intend to make a director nomination at the Annual
Meeting to provide notice of this intention to the Secretary of the Company
to be received not less than 60 nor more than 90 days prior to April 21, 1999
in accord with the procedures set forth in the Company's Bylaws.
The Retirement Fund Investment Committee of the Board of Directors is
presently comprised of Ms. Haka and Messrs. Kirchberger, Navarre and Zinn.
This Committee establishes broad investment philosophies and guidelines for
the investment of assets held in the Company's pension and 401(k) retirement
plans. It employs advisors having special competence to assist the Committee
in fulfilling its responsibilities.
Director Attendance and Remuneration. During the year ended December
31, 1997, the Board met a total of seven times, the Audit Committee met
twice, the Compensation Committee met two times, the Nominating Committee met
once, and the Retirement Fund Investment Committee met once. Directors (other
than those who are employees of the Company) were paid an annual retainer of
$21,000 for the year ended December 31, 1997. Additional fees are paid on a
per diem basis in the event directors attend special meetings of the Board
and its committees which may be scheduled. Each incumbent director attended
100% of the meetings of the Board and any committees on which he or she
served during the year ended December 31, 1997, except that one director
missed one Board meeting.
In addition, non-employee directors receive options to purchase shares
of the common stock of the Company pursuant to the 1993 Non-Employee Director
Stock Option Plan (the "Non-Employee Director Option Plan"). On the day
following each annual meeting of the Company's shareholders, each
non-employee director will be granted a non-qualified stock option ("NQSO")
to purchase 1,500 shares, effective as of each such day following the annual
shareholders' meeting. The NQSO will have an exercise price equal to the fair
market value of the shares on the date of grant. All NQSOs granted under the
Non-Employee Director Option Plan will vest 100% upon the day preceding the
first annual shareholders' meeting following the grant of such NQSO and will
remain exercisable until the tenth anniversary of their grant date; provided
that all NQSOs held by a Director will immediately become 100% vested upon
the effective date of a change in control of the Company.
(2) Shareholder Proposal
Charles Miller, 23 Park Circle, Great Neck, New York 11024, who owns
400 shares of the Company's Common Stock, has notified the Company of his
intention to present the following proposal and supporting statement at the
Annual Meeting:
"RESOLVED, that the stockholders of the Company request that the Board
of Directors take the necessary steps, in accordance with state law, to
declassify the Board of Directors so that all directors are elected annually,
such declassification to be effected in a manner that does not affect the
unexpired terms of directors previously elected."
3
<PAGE>
Shareholder's Supporting Statement
"The election of directors is the primary avenue for stockholders to
influence corporate governance policies and to hold management accountable
for it's implementation of those policies. I believe that the classification
of the Board of Directors, which results in only a portion of the Board being
elected annually, is not in the best interests of the Company and it's
stockholders.
I believe that the Company's classified Board of Directors maintains
the incumbency of the current Board and therefore of current management,
which in turn limits management's accountability to stockholders.
The elimination of the Company's classified Board would require each
new director to stand for election annually and allow stockholders an
opportunity to register their views on the performance of the Board
collectively and each director individually. I believe this is one of the
best methods available to stockholders to insure that the Company will be
managed in a manner that is in the best interests of the stockholders.
I believe that concerns expressed by companies with classified boards
that the annual election of all directors could leave companies
without experienced directors in the event that all incumbents are voted out
by stockholders, are unfounded. In my view, in the unlikely event that
stockholders vote to replace all directors, this decision would express
stockholder dissatisfaction with the incumbent directors and reflect the need
for change.
I urge your support, vote FOR this resolution."
Board of Directors' Statement in Opposition to Shareholder Proposal
The Company's current system for electing directors, with the Board
divided into three classes of directors, with one class to be elected each
year for a three-year term, was adopted by the Company's shareholders in
1977. The Company believes that a classified board is in the best interests
of the Company and the shareholders and provides the following important
benefits.
First, the classified board helps assure continuity and stability of
the Company's business strategies and policies. The system generally assures
that, at any given time, at least two-thirds of the directors will have at
least one year of prior experience as directors of the Company and will,
therefore, be familiar with the business and affairs of the Company. Also,
because at least two-thirds of the Board remains intact each year, the Board
is able to more effectively carry out its long-term strategies.
In addition, a classified board is a widely used safeguard to protect
against inadequate tender offers or unsolicited attempts to take control of a
company. The Company's classified board is intended to encourage a person
seeking to obtain control of the Company to negotiate with the Board and to
provide the Company time to consider alternative proposals with a view to
obtaining a result in the best interests of all shareholders. In the absence
of a classified Board, a bidder can attempt to simply replace the Board with
individuals who support its bid thus avoiding arm's length negotiations which
are more likely to maximize value for all shareholders of the Company.
Further, the Board does not believe a classified board limits
management's accountability to the Company's shareholders. The system allows
shareholders to replace incumbent directors or to propose alternate nominees
for the class of directors to be elected at an annual meeting. By altering
the Board's composition, shareholders are able to express their views with
respect to, and thus influence, the management and policies of the Company.
The Board believes that incumbent directors who continue in office will be
aware of, and influenced by, such shareholder action.
As part of the 1977 amendments to the Company's Articles of
Incorporation (the "Articles") providing for the classified board, the
shareholders also approved a requirement that any future changes in the
provisions relating to the classified board be approved by a vote of at least
66-2/3% of the votes entitled to be cast generally for the election of
directors. Thus, approval of the shareholder proposal would not itself
reestablish annual election of all directors but would require the Board to
submit an amendment to the Articles for action by shareholders at the 1999
annual meeting and a 66-2/3% shareholder vote would be necessary for
approval.
The Board of Directors recommends a vote AGAINST this proposal.
4
<PAGE>
EXECUTIVE COMPENSATION
Summary of Cash and Certain Other Compensation
The following table sets forth information with respect to the cash
compensation paid by the Company and its subsidiaries as well as certain
other compensation paid or accrued in all capacities in which they served
during the Company's last three fiscal years, to (i) the Chief Executive
Officer of the Company and (ii) each of the other three executive officers.
<TABLE>
<CAPTION>
Summary Compensation Table
-------------------------------------------------------------------
Long-Term
Annual Compensation Compensation Awards
---------------------------- ------------------------------------
Restricted Securities
Stock Underlying All Other
Award(s) Options Compensa-
Name and Principal Position Year Salary Bonus ($) (#) tion (1)
--------------------------- ---- ------ ----- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Roy E. Parrott ................................... 1997 $367,536 $175,039 $84,338(2) 34,600 $ 5,985
Chairman; President; and 1996 360,236 209,252 45,625 25,000 6,930
Chief Executive Officer 1995 342,544 201,878 92,924 37,640 6,930
Vinod M. Khilnani ................................ 1997 $ 82,174(3) $ 75,152 $31,500(4) 5,000 $ 1,071
Vice President; Chief 1996 -- -- -- -- --
Financial Officer; and Treasurer 1995 -- -- -- -- --
James A. Hug..................................... 1997 $170,688 $ 84,210 $19,500(5) 8,000 $ 5,985
Vice President--Transmission 1996 158,040 86,885 20,714 9,080 6,930
& Chassis Group 1995 146,040 79,749 21,528 8,720 6,747
James B. Painter ................................. 1997 $162,680 $ 86,201 $19,500(7) 8,000 $ 6,048
Vice President--Heavy Duty 1996 155,000 85,376 20,714 9,080 6,930
Group 1995 125,000(6) 70,750 38,000 -- 4,043
<FN>
(1) These amounts represent contributions by the Company to the accounts of
the named executives under the Simpson Industries, Inc. Savings Plan.
(2) As of December 31, 1997, Mr. Parrott held 28,403 shares of restricted
stock, valued at $333,735. On February 24, 1995, 9,410 shares were
awarded to Mr. Parrott of which 941 shares vest annually beginning on
February 1, 1996 and continuing on each February 1 until February 1,
2005. On February 22, 1996, 5,000 shares were awarded to Mr. Parrott of
which 500 shares vest annually beginning February 1, 1997 and continuing
on each February 1 until February 1, 2006. On February 24, 1997, 8,650
shares were awarded to Mr. Parrott of which 865 shares vest annually
beginning February 1, 1998 and continuing on each February 1 until
February 1, 2007.
(3) Mr. Khilnani joined the Company in July 1997.
(4) As of December 31, 1997, Mr. Khilnani held 3,000 shares of restricted
stock valued at $35,250. On August 18, 1997, 3,000 shares were awarded
to Mr. Khilnani of which 300 shares vest annually beginning on September
1, 1998 and continuing on each September 1 until September 1, 2007.
(5) As of December 31, 1997, Mr. Hug held 8,354 shares of restricted stock,
valued at $98,160. On February 24, 1995, 2,180 shares were awarded to
Mr. Hug of which 218 shares vest annually beginning on February 1, 1996
and continuing on each February 1 until February 1, 2005. On February
22, 1996, 2,270 shares were awarded to Mr. Hug of which 227 shares vest
annually beginning on February 1, 1997 and continuing on each February 1
until February 1, 2006. On February 24, 1997, 2,000 shares were awarded
to Mr. Hug of which 200 shares vest annually beginning February 1, 1998
and continuing on each February 1 until February 1, 2007.
(6) Mr. Painter joined the Company in March 1995.
(7) As of December 31, 1997, Mr. Painter held 7,243 shares of restricted
stock, valued at $85,105. On March 13, 1995, 4,000 shares were awarded
to Mr. Painter of which 400 shares vest annually beginning on February
1, 1996 and continuing on each February 1 until February 1, 2005. On
February 22, 1996, 2,270 shares were awarded to Mr. Painter of which 227
shares vest annually beginning on February 1, 1997 and continuing on
each February 1 until February 1, 2006. On February 24, 1997, 2,000
shares were awarded to Mr. Painter of which 200 shares vest annually
beginning February 1, 1998 and continuing on each February 1 until
February 1, 2007.
</TABLE>
5
<PAGE>
Stock Options
The following table sets forth information with respect to stock
options granted by the Company to the Chief Executive Officer and each of the
other three most highly compensated executive officers of the Company during
the Company's last fiscal year. In addition, the table provides an estimated
grant date present value for each set of options using the Black-Scholes
valuation method.
<TABLE>
<CAPTION>
Option Grants In Last Fiscal Year
----------------------------------------------------------------------
Individual Grants
----------------------------------------------------------------------
% of Total
Options
Number of Granted
Securities To
Underlying Employees Grant Date
Options in Fiscal Exercise Price Expiration Present
Name Granted Year ($/Share) Date Value ($)(1)
---- --------- --------- -------------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Roy E. Parrott ...................................... 34,600(2) 39.0% $ 9.75 2/23/07 $110,400
Vinod M. Khilnani ................................... 5,000(3) 5.6% $10.50 8/17/07 $ 17,200
James A. Hug ........................................ 8,000(2) 9.0% $ 9.75 2/23/07 $ 25,500
James B. Painter .................................... 8,000(2) 9.0% $ 9.75 2/23/07 $ 25,500
<FN>
- ----------------
(1) The material assumptions and adjustments incorporated in the
Black-Scholes model include the following:
<CAPTION>
Grant Date
-----------------
February 24, 1997
and
August 18, 1997
---------------
<S> <C>
Risk-Free Interest Rate ............................. 6.5%
Stock Price Volatility .............................. 37.0%
Dividend Yield ...................................... 3.8%
Expected Option Term ................................ 7.0 Years
<FN>
The model assumes: (a) a Risk-Free Interest Rate that represents the
interest rate on a U.S. security with a maturity date corresponding to
that of the expected option term; (b) Stock Price Volatility is calculated
based on a five year average of stock prices calculated as of July 1 of
the grant year; (c) Dividend Yield is calculated using the average
dividend yield of Simpson stock; and (d) an Expected Option Term of 7.0
years, which is based on a 10% annual exercise rate plus 100% assumed
exercise if the ratio of stock to exercise price exceeds 200%.
Notwithstanding the fact that these options are non-transferable, no
discount for lack of marketability was taken.
The ultimate values of the options will depend on the future market
price of the Company's stock, which cannot be forecast with reasonable
accuracy. The actual value, if any, an optionee will realize upon exercise
of an option will depend on the excess of the market value of the
Company's common stock over the exercise price on the date the option is
exercised.
(2) These options were granted pursuant to the 1993 Executive Long-Term
Incentive Plan and become exercisable 20% per year beginning February 24,
1998.
(3) These options were granted pursuant to the 1993 Executive Long-Term
Incentive Plan and become exercisable 20% per year beginning August 18,
1998.
</TABLE>
6
<PAGE>
Option/SAR Exercises and Holdings
The following table sets forth information with respect to the named
executives in the Summary Compensation Table, concerning the unexercised
options and stock appreciation rights ("SARs") held as of the end of the last
fiscal year. No stock options or SARs were exercised by the named executives
during the last fiscal year.
<TABLE>
<CAPTION>
Fiscal Year-End Option/SAR Values
---------------------------------------------------------
Number of Securities
Underlying Unexercised Value of Unexercised
Options/SARs at In-the-Money Options/SARs
Fiscal Year End at Fiscal Year End
--------------------------- ---------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
R. E. Parrott ....................................... 75,406 87,384 $155,654 $166,745
V. M. Khilnani ...................................... 0 5,000 $ 0 $ 6,250
J. A. Hug ........................................... 13,704 24,096 $ 14,907 $ 45,778
J. B. Painter ....................................... 1,816 15,264 $ 4,767 $ 35,068
</TABLE>
Severance Arrangements
To help retain key management personnel in the event of a change in
control of the Company, the Company has entered into severance agreements
with Messrs. Parrott, Khilnani, Hug and Painter. The agreements provide for
special severance pay and benefits in the event of termination of employment
within three years (for Mr. Parrott) or two years (for Messrs. Khilnani, Hug
and Painter) after a change in control of the Company. The agreements define
a change in control as (i) a change in the stock ownership of the Company of
a magnitude which requires filing of reports under the Securities Exchange
Act of 1934, and such a change is deemed to have occurred if any person
acquires 25% of the Company's outstanding voting stock, or (ii) a change in
the composition of the majority of the Board of Directors during any two-year
period unless each new director was approved by at least two-thirds of the
remaining directors who were also directors at the beginning of the period.
The agreements expire December 31, 1998. Each agreement is automatically
extended for successive one-year periods unless terminated on 30 days notice
and provided that no change in control has occurred.
Under the agreements, the special severance pay and benefits will not
be paid if employment is terminated because of death or disability, or if
terminated by the Company for cause or by the executive officer for other
than a "good reason," as defined in the severance agreements. If, after a
change in control in the Company, the employment relationship is terminated
by the Company other than for cause or is terminated by the executive officer
for "good reason," the Company will pay the executive officer, from the date
of termination to the earlier of the date which is three years (for Mr.
Parrott) or two years (for Messrs. Khilnani, Hug and Painter) after the
change in control or until the executive officer's normal retirement date,
monthly payments equal to the executive officer's monthly salary prior to
termination plus 1/12th of 70% of the executive officer's salary for the year
immediately prior to the termination, up to the maximum allowable under
applicable federal tax laws (for Mr. Parrott) or the executive officer's
monthly salary prior to termination plus 1/12 of the average of the
short-term incentive bonus payments paid to the executive officer or accrued
with respect to each of the two years preceding termination (for Messrs.
Khilnani, Hug and Painter). The Company shall also maintain in full force and
effect during each period any stock option or incentive compensation
arrangement and all group insurance and retirement plans to which the
executive officer was otherwise entitled immediately prior to his termination
and the right to immediately exercise in full all outstanding stock options.
Pension Plan
The Company has a non-contributory defined benefit pension plan for
salaried employees which provides for payment of a fixed retirement benefit
to participants upon retirement at age 65. The amount of a participant's
annual defined retirement benefit is comprised of up to three component
amounts determined on the basis of the average base compensation paid to a
participant during three separate time periods. The first component amount,
applicable to service performed from July 1, 1976 through June 30, 1981, is
equal to
7
<PAGE>
the sum of .75% of average base compensation up to $9,000 plus 1.5% of
average base compensation in excess of $9,000 multiplied by the number of
years of participation as of July 1, 1981. The second component amount,
applicable to service performed from July 1, 1981 through December 31, 1988,
is equal to the sum of 1.5% of each year's base compensation up to a
specified break point amount, 2.5% of each year's base compensation in excess
of the break point amount, and 2.5% of the participant's salary reduction
contributions under the Savings Plan. The third component amount, applicable
to service performed after December 31, 1988, is equal to the sum of 1.7% of
each year's base compensation below the break point amount, 2.05% of each
year's base compensation above the break point amount (with such calculations
continuing until such time as the participant has accumulated 35 years of
participation), and 1.7% of a participant's compensation for each plan year
commencing after December 31, 1988 in which he or she has been a participant
for more than 35 years. The sum of these three component amounts equals a
participant's annual retirement benefit. Base compensation under the pension
plan includes base salary, but does not include cash bonuses paid by the
Company under its annual incentive plan. Once benefit payments commence, they
may not be reduced because of any increases in a participant's Social
Security payments or other similar benefits. Benefits under the pension plan
are payable, at the election of the participant, under several different
annuity forms or in an equivalent lump sum payment. The estimated annual
benefits payable upon retirement at normal retirement age (assuming continued
employment at the person's current base compensation rate) under a lifetime
annuity for the executive officers listed in the above table are as follows:
Mr. Parrott--$52,362; Mr. Khilnani--$61,851; Mr. Hug--$73,413; and Mr.
Painter--$59,700.
Supplemental Executive Retirement Plan
Since 1988, the Company has maintained an unfunded plan to provide
additional retirement income to selected executive employees to help attract
and retain superior executive personnel. The Supplemental Executive
Retirement Plan ("SERP") is administered by the Compensation Committee of the
Board of Directors. Generally, a participant in the SERP will be eligible for
benefits after he or she has completed at least five years of service as an
officer of the Company or ten years of service at a specified level at which
an employee bonus is available ("bonus service"). The normal retirement
benefit that a participant is eligible to receive under the SERP is equal to
the greater of (i) 2% of his average base compensation times his years of
bonus service up to 30 years, or (ii) 4% of his average base compensation
times his years of officer service to a maximum of 15 years. No participant
is entitled to more than 60% of his average base compensation less deductions
for social security benefits and benefits under other pension plans provided
by the Company or from previous employers. Participants are eligible for
similar benefits upon early retirement, disability or termination of
employment, subject to the same reductions provided under the Company's
Pension Plan. Benefits under the SERP are payable, at the election of the
participant, under several different annuity forms or in an equivalent lump
sum payment. Such benefits are paid out of the general assets of the Company
and are not funded in advance of payment. The estimated annual benefits
payable upon retirement at normal retirement age (assuming continued
employment at the person's current base compensation rate) under a lifetime
annuity for the executive officers listed in the above table are as follows:
Mr. Parrott--$138,564; Mr. Khilnani--$0; Mr. Hug--$18,268; and Mr.
Painter--$0.
Board Compensation Committee Report on Executive Compensation
The Company's executive compensation program is administered by the
Compensation Committee of the Board of Directors which is comprised entirely
of non-employee directors. It is the primary responsibility of the Committee
to review and approve the Company's executive compensation philosophy and
policies and to monitor the compensation programs. The Committee reviews the
performance and establishes the compensation of the Chief Executive Officer.
In the performance of its responsibilities, the Committee reviews
compensation data, surveys and other information obtained from independent
sources reflecting the compensation practices of other companies. From time
to time, the Committee engages the services of independent consultants to
evaluate and make recommendations regarding the Company's executive
compensation policies and programs and to ensure they are appropriate to the
Company's objectives.
The Internal Revenue Code was amended, effective for tax years
commencing in 1994, to limit a publicly held corporation's ability to deduct
more than $1 million of an executive's nonperformance-based compensation. The
Code generally excludes from this limitation compensation that is determined
under pre-established
8
<PAGE>
objective performance goals, such as stock options awarded at fair market
value, provided shareholder approval and independent director requirements
are met. Although this limitation will not affect the deductibility of
executive compensation in the current year, the Committee will continue to
review the issue and determine whether the Company's executive compensation
programs should be amended in the future to meet the deductibility
requirements.
Compensation Policies for Executive Officers. The Company's executive
compensation policies are designed to attract and retain highly qualified
executive officers through competitive salary and benefit programs, to
recognize individual initiative, and to encourage extraordinary effort
through incentive awards. The policies are also designed to promote Company
stock ownership among the executive group to align their long-term interests
with those of the shareholders and to encourage enhancement of shareholder
value.
The Company's executive compensation program has three components: (i)
annual base salary, (ii) short-term incentives through annual bonus awards,
and (iii) long-term incentives through participation in the Company's
long-term incentive plan. Executive officer salary ranges are reviewed
annually by the Committee based primarily on current market salary data
compiled from various independent sources and nationwide compensation studies
covering senior executive officers from manufacturing companies. It is the
Company's philosophy to target base salaries at or slightly below the 50th
percentile of the salary ranges determined by those compensation studies.
Individual salaries are based on individual performance, contribution to the
overall success of the management team, and position in the salary range.
Additionally, the Company's incentive programs are designed to provide an
opportunity for significant performance-based compensation if certain
objectives are achieved.
The short-term incentive plan provides for annual cash bonuses of a
percentage of base salary ranging from a maximum of 36% for mid-level
executives to a maximum of 75% for senior executive officers. Bonus amounts
are determined on the basis of the Company's earnings performance related to
beginning of the year shareholders' equity. Under the program, no annual
bonuses are earned until a 16% defined return on shareholders' equity is
realized. Maximum bonus levels are only achieved after the Company realizes a
34% defined return on shareholders' equity. Individual bonus awards also take
into account the officer's individual performance and that of his operating
unit.
Long-term incentive awards are made by the Committee through the
Company's 1993 Executive Long-Term Incentive Plan, which provides for the
granting of stock options, stock appreciation rights, restricted stock,
performance units and performance shares to officers and key employees. Stock
option awards provide the executive with the right to purchase shares of
common stock over a ten-year period at a price equal to the fair market value
of the common stock on the date of grant. Restricted stock awards consist of
shares of common stock which cannot be sold or transferred until the
applicable restriction period lapses and may be forfeited if the executive
terminates employment prior to the expiration of the restriction period.
Long-term incentive awards are principally designed to encourage long-term
enhancement of shareholder value and align the future interests of executive
officers with the success of the Company. Stock options only reward executive
officers to the extent that shareholders have benefitted. The amount of these
awards is primarily determined by a formula based on the midpoint of such
executive's salary range divided by the current price of the Company's stock.
Chief Executive Officer Compensation. The Committee conducts the same
type of competitive review and analysis to determine base salary and
incentive compensation ranges for the Chief Executive Officer as it does for
the other executive positions. Accordingly, salary and incentive compensation
awards for Mr. Parrott were determined by the Committee in conformance with
the policies described above for executive officers. No change was made in
Mr. Parrott's salary in 1997. Effective January 1, 1998, his base salary was
increased to $400,000, which placed him slightly above the mid-point of the
1997 salary range established by the Committee. The Committee's decision was
based on executive compensation data for comparable companies provided by an
independent consulting firm, some of which companies are included in the
Industry Index used for the comparison of Five Year Cumulative Return
appearing in this Proxy Statement. The Committee also based its decision on
its subjective evaluation of Mr. Parrott's contribution to the growth and
direction of the Company during the past year and the continuing development
of leadership talent within the organization.
9
<PAGE>
Mr. Parrott's bonus for 1997 was based on the Company's 1997 earnings
in accordance with the formula provided in the short-term incentive plan, and
the Committee's subjective assessment of Mr. Parrott's attainment of specific
goals established at the beginning of the year. The restricted stock and
stock option awards made to Mr. Parrott during 1997 were also established in
accordance with the formula described above.
COMPENSATION COMMITTEE
F. Lee Weaver, Chairman
Michael E. Batten
February 21, 1998 Ronald L. Roudebush
<PAGE>
Performance Graph
The following is a line-graph presentation comparing cumulative,
five-year shareholder return, on an indexed basis, of the Company's common
stock with the Russell 2000 Index and an industry index of publicly-traded
companies operating primarily in Standard Industrial Classification 371
("Current Industry Index"). The Russell 2000 Index is comprised of companies
with a market capitalization similar to that of the Company. The Company
selected the Current Industry Index because the companies included therein
are engaged in the manufacturing of motor vehicles and related parts,
accessories and equipment, and pay dividends. The Current Industry Index was
chosen to replace the industry index of publicly-traded companies operating
primarily in Standard Industrial Classification 371 used by the Company in
prior fiscal years ("Former Industry Index"), because all of the companies
included in the Current Industry Index pay dividends, while the Former
Industry Index includes non-paying dividend companies.
Comparison of Five Year Cumulative Total Return*
Among Simpson Industries, Inc.,
Russell 2000 Index, Current Industry Index and Former Industry Index
[ Performance Graph ]
<TABLE>
<CAPTION>
1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Simpson Industries, Inc. 100.00 139.39 94.53 95.80 120.70 135.07
Russell 2000 100.00 118.91 116.74 149.94 174.67 213.73
Current Industry Index 100.00 137.44 124.79 149.32 175.51 199.42
Former Industry Index 100.00 138.10 123.38 151.48 191.55 218.96
<FN>
- ----------------
* Assumes that the value of an investment in the Company's common stock and
each index was $100 on December 31, 1992 and that all dividends were
reinvested.
</TABLE>
11
<PAGE>
FURTHER INFORMATION
Security Ownership of Certain Beneficial Owners
The following table sets forth certain information concerning those
persons who are known by management of the Company to be beneficial owners of
more than 5% of the Company's outstanding common stock (as provided to the
Company by such persons or the recordholder of such shares).
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class
------------------- -------------------- --------
<S> <C> <C>
Pioneering Management Group ......................... 1,810,000 shrs. (1) 10.0%
60 State Street
Boston, Massachusetts
Dimensional Fund Advisors Inc. ...................... 984,725 shrs. (2) 5.4%
1299 Ocean Avenue
Santa Monica, California
<FN>
- ----------------
(1) Sole voting power -- 1,810,000 shares (10.0%); sole investment power --
1,810,000 shares (10.0%), as reported in the Schedule 13G, dated January
30, 1998, received by the Company from such beneficial owner.
(2) Sole voting power -- 641,475 shares (3.5%); sole investment power --
984,725 (5.4%), as reported in the Schedule 13G, dated February 9, 1998,
received by the Company from Dimensional Fund Advisors Inc.
("Dimensional"). Dimensional, a registered investment advisor, is deemed
to have beneficial ownership of 984,725 shares of the Company's stock as
of December 31, 1997, 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 DFA Participation 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.
</TABLE>
Security Ownership of Management
The following table sets forth certain information, as of February 1,
1998, concerning the beneficial ownership of common stock by the Company's
directors and named executive officers, and all directors and executive
officers of the Company as a group.
<TABLE>
<CAPTION>
Amount and Nature of Percent
Beneficial Ownership(1) of Class
----------------------- --------
<S> <C> <C>
Roy E. Parrott ...................................... 147,892 .8%
Walter J. Kirchberger ............................... 87,432 .5%
F. Lee Weaver ....................................... 85,701 (2) .5%
James A. Hug ........................................ 59,760 .3%
Frank K. Zinn ....................................... 56,061 (3) .3%
Robert W. Navarre ................................... 28,562 .2%
George R. Kempton ................................... 27,813 (4) .1%
Ronald L. Roudebush ................................. 16,000 .1%
James B. Painter .................................... 14,661 .1%
Vinod M. Khilnani ................................... 10,630 .1%
Michael E. Batten ................................... 4,000 --
Susan F. Haka ....................................... 3,220 --
------- ---
All present directors and executive officers as a
group (12 in number) .............................. 541,732 shrs. 3.0%
<FN>
- ----------------
(1) Includes shares beneficially held for certain executive officers and
directors under the Simpson Industries, Inc. Savings Plan and also
includes 257,100 shares of Common Stock certain executive officers and
directors may acquire within the next 60 days pursuant to the exercise of
stock options under the Company's long-term incentive plans.
(2) Includes 55,917 shares owned by Prudence B. Weaver, Mr. Weaver's wife,
for her own benefit.
(3) Includes 14,061 shares owned jointly by Mr. Zinn and Ruth A. Zinn, his
wife.
(4) Includes 20,463 shares owned jointly by Mr. Kempton and Joyce H. Kempton,
his wife.
</TABLE>
12
<PAGE>
Executive Officers
Set forth below is certain information concerning the current executive
officers of the Company, which group includes the Company's principal
officers.
<TABLE>
<CAPTION>
Name and Age Office(s) and Length of Service
------------ -------------------------------
<S> <C>
Roy E. Parrott, 57 ............ President and director since 1989; Chief Executive
Officer since 1994; and Chairman since 1997
Vinod M. Khilnani, 45 ......... Vice President, Chief Financial Officer and Treasurer
since 1997
Jeoffery A. Burris, 38 ........ Vice President -- Engine/Noise, Vibration and
Harshness since 1997; and Vice President --
Materials Management since 1996
George G. Gilbert, 49 ......... Vice President -- Technology Service since 1995; Vice
President -- Transmission & Chassis Group from 1993
to 1995; and Vice President -- Engine Products
Group from 1990 to 1993
James A. Hug, 51 .............. Vice President - Transmission & Chassis Group since
1997; Vice President - Automotive Group
from 1995 to 1997; Vice President - Heavy
Duty Products Group from 1992 to 1995;
and Vice President - Heavy Duty Products
Group-South from 1990 to 1992
James B. Painter, 48 .......... Vice President - Heavy Duty Group since 1995; and Vice
President - Materials Management during 1995
</TABLE>
Prior to joining the Company in July, 1997, Mr. Khilnani served as Vice
President and Chief Financial Officer of Dayton Superior Corporation from
December, 1996; Executive Director -- Treasury and Investment Evaluations for
Cummins Engine Company from 1995 to 1996; Vice President -- Finance and MIS
of Onan Corporation and Power Generation Group of Cummins Engine from 1993 to
1995 and of Holset Engineering Company (UK) from 1991 to 1993.
Prior to joining the Company in January 1996, Mr. Burris served as
Purchasing Manager of Brake Steering and Suspension at Ford Motor Company
since 1994, and was previously Supervisor of Purchasing Business Process
Improvement and Systems Development at Ford Motor Company since 1991.
Prior to joining the Company in March 1995, Mr. Painter served as
General Manager, Specialty Axle Group, Rockwell International Automotive
Operations from 1993 to 1995; President, Rockwell Clutch Company, Inc. from
1991 to 1993.
Executive officers of the Company are appointed annually by the Board
of Directors and serve at the pleasure of the Board.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who own more than 10%
of a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange
Commission (S.E.C.). Executive officers, directors and greater than 10%
shareholders are required by S.E.C. regulation to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no Form-5s
were required for those persons, the Company believes that, during the
Company's last fiscal year, all filing requirements applicable to its
officers, directors and greater than 10% beneficial owners were complied
with.
13
<PAGE>
ACCOUNTANTS
KPMG Peat Marwick, independent public accountants, have audited the
financial statements of the Company since 1991. Representatives from KPMG
Peat Marwick will be present at the Annual Meeting of Shareholders, will have
an opportunity to make a statement if they wish, and will be available to
respond to appropriate questions. The Board of Directors has selected KPMG
Peat Marwick to audit the financial statements of the Company for the fiscal
year ending December 31, 1998.
OTHER MATTERS AND SHAREHOLDER PROPOSALS
At the date of this Proxy Statement, the Board of Directors is not
aware of any matters to be presented for action at the meeting other than
those described above. However, if any other matters should come before the
meeting, it is the intention of the persons named in the accompanying proxy
to vote such proxy in accordance with their judgment on such matters. Any
proposals of shareholders to be presented at the 1999 Annual Meeting which
are eligible for inclusion in the Company's proxy statement for that meeting
under applicable rules of the Securities and Exchange Commission must be
received by the Company no later than November 14, 1998. Shareholders who
intend to make a director nomination or a proposal of business at any Annual
or Special Meeting, which proposal was not included in the Company's proxy
statement for that meeting, must provide notice of this intention to the
Secretary of the Company to be received not less than 60 nor more than 90
days prior to the date of the meeting in accord with the procedures set forth
in the Company's Bylaws in order to be properly brought before the Annual or
Special Meeting.
Plymouth, Michigan
March 13, 1998
14
<PAGE>
Appendix 1
[Form of Proxy -- Front]
PROXY PROXY
SIMPSON INDUSTRIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
SIMPSON INDUSTRIES, INC.
The undersigned hereby constitutes and appoints Roy E. Parrott and
Vinod M. Khilnani, or either of them, attorneys and proxies with full power
of substitution to vote at the Annual Meeting of Shareholders of Simpson
Industries, Inc., to be held on Tuesday, April 21, 1998, or at any
adjournment or adjournments thereof.
The shares represented by this proxy will be voted as directed. Unless
authority is withheld, this proxy will be voted to elect as directors the
nominees shown and against the Shareholder proposal opposed by the Board of
Directors.
Discretionary authority is hereby conferred as to any other matters as
may properly come before the meeting. The undersigned acknowledges receipt of
the Notice of Annual Meeting of Shareholders, the Proxy Statement dated March
13, 1997, and the Annual Report of Simpson Industries, Inc. to its
Shareholders for the year ended December 31, 1997. The undersigned ratifies
all that the proxies or any of them or their substitutes may lawfully do or
cause to be done by virtue hereof and revokes all former proxies.
Has your address changed? PLEASE VOTE, DATE AND SIGN AND
________________________________ RETURN THE PROXY CARD PROMPTLY
_________________________________ USING THE ENCLOSED ENVELOPE.
_________________________________ (Continued and to be signed on
reverse side.)
- -------------------------------------------------------------------------------
[Form of Proxy -- Back]
SIMPSON INDUSTRIES, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
1. Election of Directors:
Nominees: Michael E. Batten, Robert W. Navarre FOR WITHHOLD FOR ALL
and Frank K. Zinn ALL ALL EXCEPT
/ / / / / /
(INSTRUCTION:to withhold authority to vote for any
individual nominee, write such name or names in the
space provided below.)
________________________________________________
_________________________________________________
- -----------------------------------------------
2. Shareholders proposal to declassify the Board
of Directors.
FOR AGAINST ABSTAIN
/ / / / / /
3. To act in their discretion upon the transaction of such
other businesses as may properly come before the meeting.
Mark box at right if address change has been
noted on the reverse side. / /
Please be sure to sign and date this proxy.
Dated:___________________, 1998
____________________________________ ____________________________________
Shareholder sign here Co-owner sign here
Please sign this Proxy exactly as your name
appears on the books of the Company. Joint
owners should each sign personally. Trustees
and other fiduciaries should indicate the
capacity in which they sign, and where more
than one name appears, a majority must sign.
If a corporation, this signature should be
that of an authorized officer who should state
his or her title.
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT.
PLEASE VOTE, DATE AND SIGN AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
<PAGE>
Appendix 2
[ Letterhead ]
SIMPSON
INDUSTRIES, Inc.
- -----------------------------------------------------------------------------
47603 Halyard Drive
Plymouth, MI 48170-2429
734/207-6200 Fax: 734/207-6570
March 13, 1998
To our Shareholders:
This year's Annual Meeting will be held at Simpson's Corporate Headquarters
and Technical Center.
We encourage you to attend at 11 a.m. on Tuesday, April 21, 1998. A map is
included on the back of this page. Please contact Kathy Wolff if you need
additional directions or have questions (734) 207-6200.
Along with many other public companies, technology now enables us to deliver
information to shareholders more quickly and economically. We are no longer
producing traditional quarterly reports. However, you will be able to access
Simpson information in several timely new ways.
o Fax Dial 1-800-758-5804. When requested, enter Simpson's extension number
107165 and the fax number where you will receive the report.
o Internet On the World Wide Web at http://www.prnewswire.com. Once on the
Home Page, access Simpson from the "Company News on Call" page.
o Mail Full text of earnings press releases will be mailed to you if you
write Shareholder Relations at Simpson's Corporate Headquarters.
Of course, earnings will also be carried by the Wall Street Journal and other
financial publications. Our S.E.C. filings are available through EDGAR on the
Internet.
Company earnings are normally released close to these dates: April 15, first
quarter; July 15, second quarter; October 15, third quarter; January 30,
fourth quarter and full year.
We look forward to reporting on Simpson's progress and plans on April 21,
1998, and hope you will be able to attend.
Sincerely,
/s/ Roy E. Parrott
Roy E. Parrott
Chairman, and Chief Executive Officer
A detailed map describing the location of the Annual Meeting, which
was also provided to the shareholders of the Company, is omitted.
