<PAGE> 1
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 (Amendment No. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the Com-
mission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or
Rule 14a-12
A.O. Smith Corporation
- -------------------------------------------------------------------------------
(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] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(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:
- --------------------------------------------------------------------------------
- ---------------
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE> 2
[AO SMITH CORPORATION LOGO]
P.O. BOX 23973
MILWAUKEE, WI 53223-0973
NOTICE AND PROXY STATEMENT
NOTICE OF 1996 ANNUAL MEETING OF STOCKHOLDERS
PLEASE TAKE NOTICE that the annual meeting of the stockholders of A. O.
SMITH CORPORATION will be held on Wednesday, April 3, 1996 at 9:00 A.M. Eastern
Time, at the Hotel du Pont, 11th and Market Streets, Wilmington, Delaware for
the following purposes:
(1) To elect seven directors chosen by the holders of Class A Common Stock.
(2) To elect three directors chosen by the holders of Common Stock.
(3) To ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for 1996.
(4) To consider and vote on the stockholder proposal set forth in the proxy
statement, if properly presented at the meeting.
(5) To transact such other business and act upon such other matters which
may properly come before the meeting or any adjournments thereof.
Only holders of record of the Class A Common Stock and the Common Stock of
the Company at the close of business on February 28, 1996, will be entitled to
notice of and to vote at the meeting. The list of stockholders entitled to vote
at the meeting will be available as of March 18, 1996 for examination by
stockholders for purposes related to the meeting at the offices of Morris,
Nichols, Arsht & Tunnell, 1201 North Market Street, Wilmington, Delaware.
YOU ARE INVITED TO ATTEND THE MEETING IN PERSON; HOWEVER, EVEN IF YOU PLAN
TO ATTEND THE MEETING IN PERSON, PLEASE TAKE A FEW MINUTES TO COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE. IF YOU
ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON.
YOUR ATTENTION IS DIRECTED TO THE PROXY STATEMENT ENCLOSED WITHIN.
W. David Romoser
Secretary
March 4, 1996
<PAGE> 3
[AO SMITH CORPORATION LOGO]
----------------------------------------------
P. O. BOX 23973
MILWAUKEE, WISCONSIN 53223-0973
----------------------------------------------
PROXY STATEMENT
GENERAL INFORMATION
This proxy statement is furnished to stockholders of A. O. Smith
Corporation (the "Company") in connection with the solicitation by its Board of
Directors of proxies for use at the annual meeting of stockholders of the
Company to be held on Wednesday, April 3, 1996 at 9:00 A.M., Eastern Time, at
Wilmington, Delaware.
The record date for stockholders entitled to notice of and to vote at the
meeting is the close of business on February 28, 1996 (the "Record Date"). As of
the Record Date, the Company had issued 5,887,901 shares of Class A Common
Stock, par value $5 per share, 5,884,441 shares of which were outstanding and
entitled to one vote each for Class A Common Stock directors and other matters.
As of the Record Date, the Company had issued 15,811,749 shares of Common Stock,
par value $1 per share, 15,034,180 shares of which were outstanding and entitled
to one vote each for Common Stock directors and one-tenth (1/10) vote each for
other matters.
The Notice of 1996 Annual Meeting of Stockholders, this proxy statement,
form of proxy card and the Company's 1995 Annual Report are being mailed on or
about March 4, 1996 to each stockholder of the Company at the holder's address
of record.
Under the Company's Restated Certificate of Incorporation, as long as the
number of outstanding shares of Common Stock is at least 10% of the aggregate
number of outstanding shares of Class A Common Stock, the holders of the Class A
Common Stock and holders of the Common Stock vote as separate classes in the
election of directors. Stockholders are entitled to one vote per share in the
election of directors for their class of stock.
A majority of the outstanding shares entitled to vote must be represented
in person or by proxy at the meeting in order to constitute a quorum for
purposes of holding the annual meeting. The voting by stockholders at the
meeting is conducted by the inspectors of election. Abstentions and broker
nonvotes are counted as present in determining whether the quorum requirement is
met.
Directors are elected by a plurality of the votes cast, by proxy or in
person, with the holders voting as separate classes. A plurality of votes means
that the nominees who receive the greatest number of votes cast are elected as
directors. Consequently, any shares which are not voted, whether by abstention,
broker nonvotes or otherwise, will have no effect on the election of directors.
For all other matters considered at the meeting, both classes of stock vote
together as a single class, with the Class A Common Stock entitled to one vote
per share and the Common Stock entitled to 1/10th vote per share. All such other
matters are decided by a majority of the votes cast. On such other matters, an
abstention will have the same effect as a "no" vote but, because shares held by
brokers will not be considered to vote on matters as to which the brokers
withhold authority, a broker nonvote will have no effect on the vote.
<PAGE> 4
The enclosed proxy is solicited by and on behalf of the Board of Directors
of the Company. A proxy may be revoked by the person giving it at any time
before the exercise thereof by written notice of revocation or a duly executed
proxy bearing a later date to the Secretary of the Company or by attending the
meeting and voting in person. All valid proxies not revoked will be voted unless
marked to abstain. Where a choice is specified on a proxy, the shares
represented by such proxy will be voted in accordance with the specification
made. If no instruction is indicated, the shares will be voted FOR proposals (1)
through (3) set forth in the accompanying notice and AGAINST the stockholder
proposal referenced in (4).
The cost of soliciting proxies, including preparing, assembling and mailing
the notice of meeting, proxy statement, form of proxy and other soliciting
materials, as well as the cost of forwarding such material to the beneficial
owners of stock, will be paid by the Company. In addition to solicitation by
mail, directors, officers, regular employees of the Company and others may also,
but without compensation other than their regular compensation, solicit proxies
personally or by telephone or other means of electronic communication. The
Company may reimburse brokers and others holding stock in their names or in the
names of nominees for their reasonable out-of-pocket expenses in sending proxy
material to principals and beneficial owners.
PRINCIPAL STOCKHOLDERS
The following table shows persons who may be deemed to be beneficial owners
(within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of
more than 5% of any class of the Company's stock. Unless otherwise noted, the
table reflects beneficial ownership as of December 31, 1995.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
TITLE OF CLASS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- --------------------- ------------------------ -------------------- --------
<S> <C> <C> <C>
Class A Smith Investment Company 5,378,168(1) 91.39%
Common Stock P.O. Box 23976
Milwaukee, WI 53223-0976
Common Stock Smith Investment Company 1,039,384(2) 6.91%(2)
P.O. Box 23976
Milwaukee, WI 53223-0976
Common Stock FMR Corp., 2,004,900(3) 13.34%
Edward C. Johnson 3d
and Abigail P. Johnson
82 Devonshire Street
Boston, MA 02109
Common Stock The Prudential Insurance 971,600(4) 6.46%
Company of America
Prudential Plaza
Newark, NJ 07102-377
</TABLE>
- ----------------
(1) Of the shares listed for Smith Investment Company ("SICO"), 200,000 of the
Class A Common Stock shares are held by SCAP Corporation, which is a
wholly-owned subsidiary of SICO. SICO and SCAP Corporation each have sole
voting and sole dispositive power with respect to the shares described
above.
(2) Pursuant to the Company's Restated Certificate of Incorporation dated
January 26, 1993, Class A Common Stock is convertible at any time at the
option of the holder into Common Stock on a share-for-share basis. For
purposes of computing beneficial ownership of SICO's Common Stock, assuming
that all Class A Common
2
<PAGE> 5
Stock held by SICO was converted into Common Stock, SICO's beneficial
ownership of the Common Stock is 6,417,552 shares, which represents 31.4% of
the class of Common Stock.
(3) FMR Corp. has sole voting power with respect to 65,800 shares and sole
dispositive power with respect to 2,004,900 shares and Edward C. Johnson 3d
has sole dispositive power with respect to 2,004,900 shares, including
shares beneficially owned by Fidelity Management & Research Company (FMRC),
a subsidiary of FMR Corp., and Fidelity Magellan Fund, an investment company
for which FMRC acts as an investment advisor.
(4) The Prudential Insurance Company of America has sole voting power and sole
dispositive power with respect to 471,900 shares and shared voting power
with respect to 495,800 shares and shared dispositive power with respect to
499,700 shares.
Information on beneficial ownership is based upon Schedules 13D or 13G
filed with the Securities and Exchange Commission and any additional information
which may have been provided to the Company by any beneficial owners.
On December 31, 1995, Arthur O. Smith owned beneficially 120,345 shares,
and his wife owned of record and beneficially 3,485 shares of the outstanding
capital stock of SICO; various trusts held 197,230 shares for the benefit of the
wife and issue of Arthur O. Smith. On December 31, 1995, Lloyd B. Smith owned
beneficially 4,502 shares of the outstanding capital stock of SICO; various
trusts held 308,503 shares for the benefit of the wife and issue of Lloyd B.
Smith. In addition, Messrs. Smith were trustees of various trusts for the
benefit of persons other than themselves, their wives and issue, which trusts
held on December 31, 1995 an aggregate of 522,960 shares of the outstanding
capital stock of SICO. The shares of SICO held beneficially by Messrs. Smith and
their wives, together with shares held by Messrs. Smith in trust for others
comprised 69.8% of the 1,658,533 outstanding shares of capital stock of SICO on
December 31, 1995. Messrs. Smith have shared investment and voting power on all
trusts for which they are co-trustees. On all other trusts, one or the other
shares trust powers with at least one other person. Messrs. Smith disclaim that
any of the foregoing interests in the capital stock of SICO constitute
beneficial ownership of any common stock of the Company.
ELECTION OF DIRECTORS
Ten directors are to be elected to serve until the next succeeding annual
meeting of stockholders and thereafter until their respective successors shall
be duly elected and qualified. Owners of Class A Common Stock are entitled to
elect 7 directors and owners of Common Stock are entitled to elect the 3
remaining directors.
It is intended that proxies hereby solicited will be voted for the election
of the nominees named below. Proxies will not be voted for a greater number of
persons than the 10 nominees named below. All nominees have consented to being
named in the proxy statement and to serve if elected. If any nominee for
election as a director shall become unavailable to serve as a director, proxies
will be voted for such substitute nominee as may be nominated by the Board of
Directors.
The following information has been furnished to the Company by the
respective nominees for director. Each nominee has been principally engaged in
the employment indicated for the last 5 years unless otherwise stated.
NOMINEES -- CLASS A COMMON STOCK
TOM H. BARRETT -- Retired Chairman of the Board, President and Chief
Executive Officer, The Goodyear Tire & Rubber Company -- rubber products.
3
<PAGE> 6
Mr. Barrett is 65 years of age and has been a director of the Company since
1981. He is the chairman of the Personnel and Compensation Committee of the
Board. He was with Goodyear from 1953 to 1991. He is also a director of Air
Products and Chemicals, Inc., Easco Corporation, Fieldcrest Cannon, Inc. and
Rubbermaid Incorporated, as well as a Trustee of the Mutual Life Insurance
Company of New York and a partner in American Industrial Partners.
GLEN R. BOMBERGER -- Executive Vice President and Chief Financial Officer.
Mr. Bomberger, 58, became a director and executive vice president and chief
financial officer in 1986. He is a member of the Investment Policy Committee of
the Board. Mr. Bomberger joined the Company in 1960. He is currently a director
and vice president-finance of SICO. He is a director of Portico Funds, Inc.
THOMAS I. DOLAN -- Retired Chairman of the Board.
Mr. Dolan, 68, retired as Chairman of the Board on March 31, 1992, a
position which he held since 1984. He is a member of the Audit Committee of the
Board. Mr. Dolan became chief executive officer of the Company in 1983 and
served in that capacity until 1989. He was elected president and a director in
1982. Mr. Dolan joined the Company in 1979. He is a trustee of Northwestern
Mutual Life Insurance Company.
ROBERT J. O'TOOLE -- Chairman of the Board, President and Chief Executive
Officer.
Mr. O'Toole, 55, became Chairman of the Board on March 31, 1992. He is a
member of the Investment Policy Committee of the Board. He was elected chief
executive officer in March 1989. He was elected president, chief operating
officer and a director in 1986. He also served as the head of the Automotive
Products Company, a division of the Company, from November 1990 until May 1992.
Mr. O'Toole joined the Company in 1963. He is a director of Firstar Bank
Milwaukee, N.A.
DONALD J. SCHUENKE -- Chairman of Northern Telecom Limited and Northern
Telecom, Inc.
Mr. Schuenke, 67, was elected a director of the Company in October 1988. He
is chairman of the Investment Policy Committee of the Board. Mr. Schuenke has
served as the chairman (non-executive) of Northern Telecom Limited since January
1994, and he also serves as the chairman (non-executive) of Northern Telecom,
Inc. He was chairman of The Northwestern Mutual Life Insurance Company from
January 1990 to January 1994 and served as its chief executive officer from
March 1983 to October 1993. Mr. Schuenke is a director of Allen-Edmonds Shoe
Corporation, Badger Meter, Inc. and Federal Home Loan Mortgage Corporation.
ARTHUR O. SMITH -- Director, Chairman and Chief Executive Officer of Smith
Investment Company.
Mr. Smith is 65 years of age and has been a director of the Company since
1960. He is a member of the Personnel and Compensation Committee and the
Investment Policy Committee of the Board. He is chairman and chief executive
officer of SICO and the retired chairman of ASI Technologies, Inc. He was
president of SICO until July 1, 1993. Mr. Smith is the uncle of Bruce M. Smith,
a director of the Company.
BRUCE M. SMITH -- President and Director of Smith Investment Company.
Mr. Smith, 47, was elected a director of the Company on April 5, 1995. He
is a member of the Investment Policy Committee and the Audit Committee of the
Board. He was elected president of SICO on July 1, 1993 and has served as a
director of SICO since July 1983. Prior to that time, he was executive vice
president of the Water Products Company, a division of the Company, from January
1991 through June 1993 and managing director of A. O. Smith Electric Motors
(Ireland) Ltd., a subsidiary of the Company, from March 1988 through December
4
<PAGE> 7
1990. Mr. Smith originally joined the Company in 1978. He is the nephew of
Arthur O. Smith, a director of the Company.
NOMINEES -- COMMON STOCK
RUSSELL G. CLEARY -- Chairman and Chief Executive Officer, Cleary
Management Corporation -- a privately held business and real estate development
corporation.
Mr. Cleary is 62 years of age and has been a director of the Company since
1984. He is a member of the Personnel and Compensation Committee of the Board.
Mr. Cleary has been chairman and chief executive officer of Cleary Management
since 1989. Formerly, he was chairman, president and chief executive officer of
G. Heileman Brewing Company, Inc. and retired in December 1988. Mr. Cleary is a
director of Ecolab, Inc. and also Chairman of the Board of First State Bancorp,
Inc.
LEANDER W. JENNINGS -- Chairman and Chief Executive Officer, Jennings &
Associates -- financial management consulting.
Mr. Jennings is 67 years of age and was elected a director of the Company
in 1987. He is the chairman of the Audit Committee of the Board. He has been
chairman and chief executive officer of Jennings & Associates since 1985. Mr.
Jennings retired as managing partner and senior operating committee member of
Peat, Marwick, Mitchell & Company in 1985. He is also a director of Fruit of the
Loom, Inc., Prime Capital Corporation, Alberto Culver Company and TEPPCO, Inc.
DR. AGNAR PYTTE -- President, Case Western Reserve University.
Dr. Pytte, 63, was elected a director of the Company in February 1991. He
is a member of the Audit Committee of the Board. He became the president of Case
Western Reserve University in July 1987. Prior to July 1987, Dr. Pytte was the
provost at Dartmouth College where he held other academic positions since 1958.
Dr. Pytte is also a director of The Goodyear Tire & Rubber Company.
BOARD COMMITTEES
The Board of Directors of the Company serves as a committee of the whole
for designating nominees for election as director. The Board of Directors will
consider written recommendations directed to the Chairman from stockholders
concerning nominees for Director. The Board of Directors has 3 standing
committees, the Personnel and Compensation Committee, the Investment Policy
Committee and the Audit Committee. In 1995, the Personnel and Compensation
Committee held 3 meetings, the Investment Policy Committee held 4 meetings and
the Audit Committee met 3 times. The Personnel and Compensation Committee is
responsible for establishing and administering the Company's compensation and
benefit plans for officers, executives and management employees, including the
determination of eligibility for participation in such plans. It determines the
compensation to be paid to officers and certain other selected executives. The
Investment Policy Committee is responsible for investment policy and certain
other matters for all Company retirement funds and other employee benefit funds.
The Audit Committee recommends the firm which will act as independent auditors
for the Company and has the responsibility to review audit procedures and the
internal controls of the Company.
5
<PAGE> 8
DIRECTOR COMPENSATION
Directors received $20,000 annually, plus expenses and $1,000 for
attendance at each Board meeting. Each Audit and Personnel and Compensation
Committee member receives $2,000 and the chairman of each receives $3,000
annually; Committee members are also entitled to $1,000 per meeting, plus
expenses. Each Investment Policy Committee member receives $2,000 and the
chairman receives $3,000 annually; Committee members are also entitled to $2,000
per meeting, plus expenses. Directors who are employees of the Company are not
compensated for service as directors or committee members or for attendance at
board or committee meetings. During 1995, a total of 6 regular meetings of the
Board of Directors was held; all directors attended at least 75% of the number
of board meetings and committee meetings, in the aggregate, on which the
director served as a member, with the exception of Mr. Dolan.
Certain directors have elected to defer payment of their fees under the
Corporate Directors' Deferred Compensation Plan (the "Directors' Plan"). The
Directors' Plan allows directors to defer all or a portion (not less than 50%)
of their fees until any date, but not later than the year in which age 71 is
attained. Payments can be made in a lump sum or in not more than 10 annual
installments. Deferred fees earn interest based on an established prime rate.
The A. O. Smith Non-Employee Directors' Retirement Plan provides an annual
benefit for outside directors after 5 years of service and attainment of age 70.
The annual benefit amount, payable in quarterly installments, is the annual
retainer in effect at the time of retirement. Benefit payments continue for a
period equal to the number of years of service as a director, but not to exceed
10 years; all payments cease upon death of the director.
Under an agreement with the Company, Mr. Dolan is entitled to $75,000 of
term insurance in addition to the life insurance provided by the Company for its
retired salaried employees.
6
<PAGE> 9
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT
The following table shows, as of December 31, 1995, the Class A Common
Stock and Common Stock of the Company, the Class A Common Stock and Common Stock
options exercisable on or before March 1, 1996, and the common stock of SICO
beneficially owned by each Director, each Nominee for Director, each named
Executive Officer in the Summary Compensation Table and by all Directors and
Executive Officers as a group.
COMPANY COMMON STOCK
<TABLE>
<CAPTION>
PERCENT OF
AMOUNT AND NATURE OF SHARES
NAME TYPE OF STOCK BENEFICIAL OWNERSHIP(1) OUTSTANDING
- -------------------------------------------- ------------- ----------------------- -----------
<S> <C> <C> <C>
Tom H. Barrett Common Stock 1,000 shares *
John A. Bertrand Common Stock 59,862 shares(2) *
Glen R. Bomberger Common Stock 162,340 shares(2) 1.08%
Russell G. Cleary Common Stock 36,000 shares(4) *
Thomas I. Dolan Common Stock 17,888 shares *
Leander W. Jennings Common Stock 2,000 shares *
Samuel Licavoli Common Stock 33,200 shares(2) *
Robert J. O'Toole Common Stock 486,532 shares(2) 3.24%
Dr. Agnar Pytte Common Stock 2,000 shares *
W. David Romoser Common Stock 37,255 shares(2) *
Donald J. Schuenke Common Stock 3,000 shares *
Arthur O. Smith(5) -- -- --
Bruce M. Smith(5) -- -- --
All 21 Directors, Nominees and Executive Common Stock 1,018,535 shares(2) 6.78%
Officers as a Group
</TABLE>
* Represents less than one percent.
SICO COMPANY STOCK
<TABLE>
<CAPTION>
PERCENT OF
AMOUNT AND NATURE OF SHARES
NAME TYPE OF STOCK BENEFICIAL OWNERSHIP(1) OUTSTANDING
- -------------------------------------------- ------------- ----------------------- -----------
<S> <C> <C> <C>
Arthur O. Smith Common Stock 120,345 shares(3) 7.26%
Bruce M. Smith Common Stock 19,637 shares(3) 1.18%
All 21 Directors, Nominees and Executive Common Stock 139,982 shares 8.44%
Officers as a Group
</TABLE>
- ----------------
(1) Except as otherwise noted, all securities are held with sole voting and sole
dispositive power.
(2) Includes 454,400, 145,900, 28,200, 19,500, 48,400 and 838,200 shares of
Common Stock subject to options exercisable on or before March 1, 1996,
respectively for Messrs. O'Toole, Bomberger, Licavoli, Romoser and Bertrand
and for all Directors and Executive Officers as a group. Please refer to the
Option Grants and Option Exercise Tables for additional stock option
information.
(3) See also "Principal Stockholders." As of December 31, 1995, Mr. Bruce M.
Smith beneficially owned 16,837 shares of the outstanding capital stock of
SICO, which shares are held in a grantor trust which can be amended or
revoked by him at any time (but for which he does not have voting or
dispositive power), and his wife beneficially owned 2,800 shares of SICO as
sole custodian for the benefit of the issue of Mr. Smith. He disclaims that
any of the foregoing interests in the capital stock of SICO constitute
beneficial ownership of any common stock of the Company.
(4) Mr. Cleary has shared voting and shared dispositive power with respect to
his shares of Common Stock, including 11,000 shares of Common Stock which
are held in a charitable foundation as to which Mr. Cleary disclaims any
beneficial ownership.
(5) Excludes shares beneficially owned by SICO.
7
<PAGE> 10
EXECUTIVE COMPENSATION
The SUMMARY COMPENSATION TABLE reflects all compensation awarded to, earned
by or paid to each of the Company's five most highly compensated Executive
Officers, including the chief executive officer, during fiscal year 1995, as
well as all compensation awarded, earned or paid in the two previous fiscal
years.
- --------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
------------
ANNUAL COMPENSATION
- --------------------------------------------------------------------------------------- AWARDS
OTHER ------------
ANNUAL OPTIONS ALL OTHER
NAME AND COMPENSATION GRANTED COMPENSATION
PRINCIPAL POSITION YEAR SALARY($)(1) BONUS($) ($)(2) (#)(3) ($)(4)
- ------------------------------------------ ---- ---------- -------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Robert J. O'Toole 1995 545,016 810,000 34,948 61,400 108,688
Chairman, President and 1994 514,992 760,000 33,764 57,800 113,762
Chief Executive Officer 1993 465,000 600,000 27,042 52,800 98,102
Glen R. Bomberger 1995 306,000 310,000 25,637 18,900 48,190
Executive Vice President and 1994 292,008 295,000 25,702 17,800 53,599
Chief Financial Officer 1993 282,000 265,000 22,899 16,300 47,626
Samuel Licavoli 1995 250,000 125,000 22,736 15,700 26,403
President of A. O. Smith 1994 235,000 215,000 20,930 14,700 27,340
Automotive Products Company, 1993 218,335 190,000 13,167 13,500 17,360
a division of the Company
W. David Romoser 1995 201,333 160,000 16,285 10,900 21,341
Vice President, Secretary and 1994 191,667 150,000 14,460 10,200 22,206
General Counsel 1993 N/A N/A N/A N/A N/A
John A. Bertrand 1995 180,000 155,000 17,772 8,100 19,296
President of A. O. Smith 1994 N/A N/A N/A N/A N/A
Electrical Products Company, 1993 N/A N/A N/A N/A N/A
a division of the Company
</TABLE>
- --------------------------------------------------------------------------------
(1) Includes amounts earned during 1995 even if deferred.
(2) Includes amounts of tax reimbursements for the following: Company car,
country club, financial counseling and executive term life insurance
premiums and reimbursement of executive payments for term life insurance
premiums.
(3) See footnote (1) in Option Grants Table.
(4) All Other Compensation includes the amounts of: (a) Company contributions
under the Profit Sharing Retirement Plan (a 401(k) plan) and contributions
under the Supplemental Benefit Plan for the 401(k) plan and (b) the value
of the non-term portion of the premiums paid by the Company (arrived at by
treating the payment as an interest-free loan to the earliest possible date
the payment can be refunded and calculating its present value) for the
benefit of the named Executive Officers pursuant to the Executive Life
Insurance Plan, a split-dollar insurance plan. The amounts paid in 1995 are
as follows: Mr. O'Toole -- (a) $40,549 and (b) $68,139; Mr. Bomberger --
(a) $22,766 and (b) $25,424; Mr. Licavoli -- (a) $18,600 and (b) $7,803;
Mr. Romoser -- (a) $14,979 and (b) $6,362; and Mr. Bertrand -- (a) $13,392
and (b) $5,904.
8
<PAGE> 11
STOCK OPTION GRANTS
The table below reflects the stock option grants made under the 1990
Long-Term Executive Incentive Compensation Plan to the five named Executive
Officers during 1995.
- --------------------------------------------------------------------------------
OPTION GRANTS TABLE
- --------------------------------------------------------------------------------
Option Grants in 1995
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- ----------------------------------------------------------------------------------- POTENTIAL REALIZABLE VALUE AT
% OF ASSUMED ANNUAL RATES OF
TOTAL STOCK PRICE APPRECIATION
OPTIONS FOR OPTION TERM(2)
OPTIONS GRANTED EXERCISE ---------------------------------
GRANTED(1) TO ALL PRICE EXPIRATION 0% 5% 10%
NAME (#) EMPLOYEES ($/SH) DATE ($) ($) ($)
- ------------------------------------- --------- --------- -------- ---------- --- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert J. O'Toole
Chairman, President and
Chief Executive Officer 61,400 32.47% $25.00 10/10/05 $0 $ 967,050 $ 2,440,650
Glen R. Bomberger 18,900 9.99% 25.00 10/10/05 0 297,675 751,275
Samuel Licavoli 15,700 8.30% 25.00 10/10/05 0 247,275 624,075
W. David Romoser 10,900 5.76% 25.00 10/10/05 0 171,675 433,275
John A. Bertrand 8,100 4.28% 25.00 10/10/05 0 127,575 321,975
--------- --------- --- ------------ ------------
Totals 115,000 60.81% N/A N/A $0 $ 1,811,250 $ 4,571,250
========= ========= === ============= =============
All Stockholders
(20,918,621 shares of Class A
Common Stock and Common Stock) N/A N/A N/A N/A 0 $329,468,281 $831,515,185
Named Executive Officers' % of Total
Stockholders Equity N/A .55% N/A N/A $0 .55% .55%
</TABLE>
- --------------------------------------------------------------------------------
(1) All options were granted under the 1990 Long-Term Executive Incentive
Compensation Plan. The options were granted on 10/10/95 as options to
acquire Common Stock and are first exercisable on 10/09/96. An additional
option to acquire Common Stock was granted on 06/06/95 and is first
exercisable on 06/05/96. All options were granted at market value on the
date of grant and have a 10 year term.
(2) The dollar values in these columns represent assumed rates of appreciation
only, over the 10-year option term, at the 5% and 10% rates of appreciation
set by the Securities and Exchange Commission rules as well as a 0%
increase in value. These amounts are not intended to predict or represent
possible future appreciation of the Company's Common Stock value. Actual
gains, if any, on stock option exercises and Common Stock holdings depend
on future performance of the Company's Common Stock and overall stock
market conditions.
9
<PAGE> 12
OPTION EXERCISES AND YEAR-END VALUES
The table includes information related to options exercised by the five
named Executive Officers during fiscal year 1995 and the number and value of
options held at the end of the fiscal year.
- --------------------------------------------------------------------------------
OPTION EXERCISES AND YEAR-END VALUE TABLE
- --------------------------------------------------------------------------------
Aggregated Option Exercises in Fiscal Year 1995,
and December 31, 1995 Option Values
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
DECEMBER 31, 1995 (#) DECEMBER 31, 1995 ($)(1)
SHARES ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------------- ---------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert J. O'Toole
Chairman, President
and Chief Executive
Officer 0 $ 0 454,400 61,400 $ 4,112,014 $ 0
Glen R. Bomberger 0 $ 0 145,900 18,900 $ 1,364,163 $ 0
Samuel Licavoli 0 $ 0 28,200 15,700 $ 0 $ 0
W. David Romoser 0 $ 0 19,500 10,900 $ 0 $ 0
John A. Bertrand 11,200 $163,106 48,400 8,100 $ 399,500 $ 0
</TABLE>
- --------------------------------------------------------------------------------
(1) Based on the difference between the option exercise price and the closing
price on the New York Stock Exchange of $20.75 for the Common Stock on
December 29, 1995.
- --------------------------------------------------------------------------------
PENSION PLAN TABLE(1)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEARS OF SERVICE(3)
-----------------------------------------------------------
REMUNERATION(2) 10 20 25 30 35
- --------------- ------- ------- ------- --------- ---------
<S> <C> <C> <C> <C> <C>
$150,000 $21,624 $43,249 $54,061 $ 64,873 $ 75,686
175,000** 23,584 47,379 59,276 71,173 83,070
200,000** 26,434 53,789 67,467 81,145 94,823
225,000** 29,283 60,200 75,659 91,117 106,576
250,000** 32,016 66,349 83,516 100,682 117,849
275,000** 33,557 69,817 87,947 106,077 120,000*
300,000
and Above** 33,828 70,426 88,726 107,025 120,000*
</TABLE>
- --------------------------------------------------------------------------------
* Maximum annual benefit payment in 1995 is $120,000.
** Maximum allowable salary that can be used in benefit calculation through
1993 is $235,840 and 1994 and 1995 is $150,000.
10
<PAGE> 13
(1) The Pension Plan Table shows estimated annual benefits payable to an
executive officer upon retirement under the A. O. Smith Retirement Plan,
assuming retirement at December 31, 1995, at age 65 and based upon the
final compensation and years of service set forth in the Table. Benefit
amounts were computed on a straight-life annuity basis.
(2) The compensation covered by the Plan is based on the average of the highest
5 consecutive years of annual compensation out of the last 10 years prior
to retirement. The amount included in the calculation of compensation, as
reflected in the Summary Compensation Table, is Salary. Compensation
covered by the Plan does not include Bonus, Other Annual Compensation, Long
Term Compensation or All Other Compensation amounts.
(3) Messrs. O'Toole, Bomberger, Licavoli, Romoser and Bertrand had 32, 35, 3, 3
and 28 years of service, respectively, at year-end.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The directors who served as members of the Personnel and Compensation
Committee during fiscal year 1995 were Tom H. Barrett, Russell G. Cleary and
Arthur O. Smith.
Mr. Arthur O. Smith is an executive officer and a director of SICO. During
1995, the Company provided SICO consulting services, office space, directors',
officers' and group insurance coverage and other miscellaneous services. The
Company was reimbursed by SICO in the amount of $115,448 for the Company's costs
relating to such services. Mr. Arthur O. Smith is a director of the Company and
served on the Personnel and Compensation Committee of the Company in 1995. Mr.
Glen R. Bomberger, an executive officer and a director of the Company, is also a
director and vice president-finance of SICO and served as a member of the
compensation committee of SICO. Mr. Bruce M. Smith, a director of the Company,
is also an executive officer and director of SICO.
BOARD PERSONNEL AND COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Personnel and Compensation Committee (the "Committee") of the Board of
Directors is responsible for establishing an executive compensation program and
for administering the executive compensation policies and plans of the Company.
The Committee also determines the amount of compensation which the Company's
chief executive officer and other executive officers receive annually.
The Committee consists of three members, each of whom is an outside
director of the Company. This report was prepared by the Committee to provide
the Company's stockholders with a summary of its executive compensation policies
and practices.
The Committee has two primary objectives relating to the Company's
executive compensation program. The first is to recruit and retain high quality
executive leadership which is committed to achieving the current and long term
successful and profitable operations of the Company's businesses. The other is
to maintain an incentive compensation program which links executive pay to the
Company's return on investment.
In order to achieve these objectives, the Committee provides an executive
compensation program competitive with other comparably sized manufacturing
companies. The Committee believes that return on investment provides the best
measure of performance because it closely correlates the benefits to the
stockholders with the financial incentives for the executives. The Committee has
established ranges for financial incentives based upon return on investment,
with smaller incentive payments for a modest return on investment and larger
incentive payments for greater returns.
11
<PAGE> 14
The Company's executive compensation program consists of three components:
base salary, short term incentive (bonus) compensation and long term incentive
(stock options) compensation. In determining the executive compensation
practices, the Committee compares the Company's executive compensation program
with other companies' compensation programs for executives with similar
management responsibilities. The companies surveyed include manufacturing
businesses of similar size and the companies reflected in the Dow Auto Index,
one of the comparables used in the Company's Performance Graph. The Committee
annually reviews executive compensation data bases and also from time to time
uses independent compensation consultants for purposes of evaluating and
reviewing the Company's executive compensation program.
The Committee has designated certain executives, including the chief
executive officer ("CEO"), for compensation under the executive compensation
program in accordance with the performance criteria and standards described
below.
BASE SALARY
The Committee establishes competitive salary ranges for the executive
officers, generally above the median level of the salary ranges in the survey
referred to above. In addition, the Committee reviews each executive's
performance and accomplishments during the prior year as well as experience and
service with the Company in determining the annual base salary level for the
executive within the applicable salary range. In 1995, this methodology was
followed in establishing base salaries for the executive officers.
SHORT TERM INCENTIVE COMPENSATION
Short term incentive compensation is provided under the Executive Incentive
Compensation Plan ("EICP"). The EICP, consistent with the Company's philosophy
of linking compensation to the Company's return on investment, provides an
opportunity for executives to earn a cash bonus, the amount of which is based
upon the Company's and/or the operating unit's return on investment. Each year
the Committee sets minimum and maximum financial objectives for each of the
business units and the corporation. Achievement of these financial objectives by
the business or corporate units determines the amount of the Incentive
Compensation Fund available for the award of individual executive bonuses.
Incentive compensation, while predicated on the executive's unit meeting
its financial objective, is also based upon achievement of strategic objectives
established each year for the executive. In determining the amount of the
incentive compensation award to be paid to an individual executive, the
Committee considers the executive's scope of responsibility, contributions to
profit improvement and attainment of the individual's strategic objectives.
Approximately half of the incentive compensation award distributed to the
individual executive is based on the return on investment of the executive's
business unit and is formula-based between maximum and minimum target
achievement. The other half of the award is based upon accomplishment of the
executive's strategic objectives, such as development of personnel, planning,
maintenance of product leadership, continuous improvement programs and product
and process research and development.
The maximum amount of incentive compensation payable to an executive during
any year is 200% of base salary. In order to be eligible for incentive
compensation, executives are required to enter into annual contracts (standard
incentive plan contracts required for all plan participants) which obligate them
to remain in the employment of the Company for the year.
During 1995, the Company had its second best return on investment in its
history and most of the operating units achieved satisfactory levels of return
on investment. Accordingly, the Committee made incentive compensation awards to
the participating executives based on the factors described above.
12
<PAGE> 15
LONG TERM INCENTIVE COMPENSATION
The Committee utilizes the shareholder approved 1990 Long Term Executive
Incentive Compensation Plan ("LTEICP") as another key component in carrying out
the Company's philosophy of linking the executive compensation program to the
stockholders' interests. The LTEICP consists of stock options which are granted
annually to the executives at the current market price of the stock on the date
of the grant. The size of the option grant to the executive is established at a
level commensurate with the median level of grants for the executive's position
as reported in the aforementioned survey data and studies by independent
compensation consultants. Pursuant to the LTEICP, executives enter into standard
plan contracts each year which reflect the specific terms of the stock option
grants and terms of forfeiture, should the executive leave the employment of the
Company.
CEO COMPENSATION
The Committee, in establishing the 1995 compensation program for the Chief
Executive Officer, Robert J. O'Toole, employed the methodology and surveys
previously described in this report. In setting Mr. O'Toole's base salary for
1995, the Committee reviewed his accomplishments during the prior year,
experience, service with the Company and determined to position it above the
median level of salaries of chief executive officers of similar sized
manufacturing companies. Mr. O'Toole's bonus compensation for 1995 was directly
related to the Company's return on investment earned by the Company and
reflected Committee set minimum and maximum objectives. The maximum amount of
bonus compensation payable to Mr. O'Toole is 200% of base salary. The Committee
made stock option grants to Mr. O'Toole under the LTEICP consistent with the
methodology utilized in making grants to the other participating executives.
CONCLUDING REMARKS
The Committee reviewed executive compensation during 1995 and concluded
that the stockholders' interests were well served by the executive compensation
program. The Committee will continue to monitor and evaluate its executive
compensation program and make any adjustments determined to be appropriate. The
Committee has and intends to preserve the deductibility of executive
compensation paid by the Company in accordance with the provisions of Section
162(m) of the Internal Revenue Code of 1986, as amended.
PERSONNEL & COMPENSATION COMMITTEE
Tom H. Barrett, Chairman
Russell G. Cleary, Member
Arthur O. Smith, Member
13
<PAGE> 16
PERFORMANCE GRAPH
The graph below shows a five year comparison of the cumulative shareholder
return on the Company's common stock with the cumulative total return of
companies on the S&P 500 Composite Index and the Dow Automotive Index (without
tire and rubber), both of which are published indexes.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN FROM DECEMBER 31, 1990 TO
DECEMBER 29, 1995
(ASSUMES $100 INVESTED WITH REINVESTMENT OF DIVIDENDS)
<TABLE>
<CAPTION>
Measurement Period Dow Auto w/o
(Fiscal Year Covered) A. O. Smith S&P 500 Tire & Rubber
<S> <C> <C> <C>
12/31/90 100.00 100.00 100.00
12/31/91 122.47 130.40 122.81
12/31/92 267.89 140.31 157.53
12/31/93 515.92 154.34 206.16
12/30/94 359.79 156.19 181.01
12/29/95 312.25 214.92 220.90
</TABLE>
COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Directors and Executive Officers, and persons who own more than ten percent 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
and the New York and American Stock Exchanges. Executive Officers, Directors and
greater than ten percent shareholders are required by SEC regulations to furnish
the Company with copies of all Section 16(a) Forms 3, 4 and 5 which they file.
Based solely on its review of the copies of such forms received by the
Company and written representations from certain reporting persons during fiscal
year 1995, the Company believes that all filing requirements applicable to its
Executive Officers, Directors and greater than ten percent beneficial owners
were met, except that one report, covering one transaction, was filed late by a
former executive officer, Thomas W. Ryan, after he left the Company.
14
<PAGE> 17
APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of the Company has appointed Ernst & Young LLP,
Certified Public Accountants, as the Company's independent auditors for 1996.
The action of the Board of Directors was taken upon the recommendation of its
Audit Committee.
Although not required to be submitted to a vote of the stockholders, the
Board of Directors believes it appropriate to obtain stockholder ratification of
the Board's action in appointing Ernst & Young LLP as the Company's independent
auditors. Should such appointment not be ratified, the Board of Directors will
reconsider the matter. A representative of Ernst & Young LLP is expected to be
present at the annual meeting of stockholders and available to respond to
appropriate questions and he will have the opportunity to make a statement if he
desires to do so.
STOCKHOLDER PROPOSAL
The Company has received a proposal from one stockholder who has informed
the Company of his intention to present the proposed resolution at the annual
stockholders meeting. Mr. John J. Gilbert, 29 East 64th Street, New York, New
York 10021-7043, has submitted a proposed resolution on providing a post-meeting
report on the annual meeting of stockholders. Mr. Gilbert is the owner of 100
shares of Common Stock and 200 shares of Class A Common Stock of the Company,
and he serves as co-trustee with respect to 200 shares of Class A Common Stock
of the Company.
The proposed resolution and the statement in support thereof is presented
below as received from the stockholder. The Board of Directors has recommended a
vote against the stockholder proposal for the reasons discussed in the Company's
response.
STOCKHOLDER PROPOSAL
TO PROVIDE A POST-MEETING REPORT
ON THE ANNUAL MEETING OF STOCKHOLDERS
RESOLVED, that the stockholders of A. O. Smith Corporation, assembled in
annual meeting in person and by proxy, hereby request that following the annual
meeting the management issue a post-meeting report which shall include a brief
resume of questions and answers of general interest, a summary of the
discussion, identification of participants, and the actual vote for and against
all resolutions.
REASONS
Owners are entitled to know what takes place at their annual meeting.
Management fails to send out a post-meeting report.
Had a proper post-meeting report been issued, owners would have learned
that at the last annual meeting again, only Robert O'Toole, Chairman; Glen
Bomberger, Executive Vice President; W. David Romoser, Secretary and the auditor
from Ernst & Young were in attendance. Also, that the press was not in
attendance. What is the point of having a stockholder meeting where the
Chairman, Robert O'Toole, who conducts a fine meeting, receives no attention
from the press?
15
<PAGE> 18
Further, the FMR Corporation, which is a Fidelity Mutual Fund, as well as
Mitchell Hutchins Institutional Investors, Inc. and Smith Investment Company,
all who are principal stockholders in A. O. Smith, were also not in attendance.
Owners would also have learned of the protest to see that the meeting be
moved to alternate between Milwaukee and Boston, where more directors and
officers, as well as the employee stockholders, could attend.
More and more companies not only issue proper post-meeting reports, but
also have video tapes of the annual meeting available. A. O. Smith should follow
these examples.
If you agree, please mark your proxy for; if you disagree, mark against.
Note: proxy or proxies not marked will be voted for this resolution.
THE BOARD OF DIRECTORS AND MANAGEMENT DO NOT AGREE WITH THE ABOVE PROPOSAL AND
RECOMMEND A VOTE AGAINST IT FOR THE FOLLOWING REASONS:
We believe that Management does an excellent job of communicating with
shareholders through our quarterly reports, annual report and other periodic
releases, including meetings with analysts. We make an effort to provide timely
information to all shareholders. The Annual Meeting of Shareholders is held on
the first Wednesday in April and the quarterly report for the first quarter is
mailed to shareholders approximately three weeks later. Noteworthy information
from the meeting has been and will be included in the report. We believe that
mailing a separate report to shareholders specially devoted to the annual
meeting proceedings, which are generally of a routine nature, is an unnecessary
and inappropriate expense.
For all these reasons, the Board of Directors and Management recommend a
vote AGAINST this stockholder proposal.
OTHER BUSINESS
Management is not aware of any matters other than those stated above which
may be presented for action at the meeting, but should any matter requiring a
vote of the stockholders arise, it is intended that proxies solicited will be
voted in respect thereof in accordance with the discretion of the person or
persons voting the proxies.
DATE FOR STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the 1997 annual
meeting of stockholders must be received by the Company no later than November
2, 1996, to be included in the materials for the 1997 meeting.
March 4, 1996
EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN THE
ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE. IF YOU ATTEND THE
MEETING YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON.
16
<PAGE> 19
[AO SMITH CORPORATION LOGO]
<PAGE> 20
<TABLE>
<S><C>
A. O. SMITH CORPORATION PROXY -- CLASS A COMMON STOCK
P.O. Box 23973 THIS PROXY IS SOLICITED ON
Milwaukee, WI 53223-0973 BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints ROBERT J. O'TOOLE, GLEN R. BOMBERGER and W. DAVID ROMOSER, or any
one of them, with full power of substitution, as proxy or proxies of the undersigned to attend the annual
meeting of stockholders of A. O. Smith Corporation to be held on April 3, 1996, at 9:00 a.m. Eastern Time,
at the Hotel du Pont, 11th and Market Streets, Wilmington, Delaware, or at any adjournment thereof, and
there to vote all shares of Class A Common Stock which the undersigned would be entitled to vote if
personally present as specified upon the following matters and in their discretion upon such other matters
as may properly come before the meeting.
1. ELECTION OF DIRECTORS FOR all nominees listed below / / WITHHOLD AUTHORITY / /
(except as marked to the contrary below) to vote for All Nominees listed below
TOM H. BARRETT, GLEN R. BOMBERGER, THOMAS I. DOLAN, ROBERT J. O'TOOLE, DONALD J. SCHUENKE, ARTHUR O. SMITH
AND BRUCE M. SMITH
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S NAME ON THE
SPACE PROVIDED BELOW.)
__________________________________________________________________________________________________________
2. PROPOSAL TO APPROVE THE RATIFICATION OF ERNST & YOUNG LLP AS THE INDEPENDENT AUDITORS OF THE
CORPORATION:
FOR / / AGAINST / / ABSTAIN / /
3. STOCKHOLDER PROPOSAL TO PROVIDE A POST-MEETING REPORT ON THE ANNUAL MEETING OF STOCKHOLDERS:
FOR / / AGAINST / / ABSTAIN / /
(continued, and to be signed and dated, on the other side)
- ----------------------------------------------------------------------------------------------------------
PROXY NO. NO. OF SHARES
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and accompanying Proxy
Statement, ratifies all that said proxies or their substitutes may lawfully do by virtue hereof, and
revokes all former proxies.
Please sign exactly as your name appears below, date and return this proxy.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF
NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2 AND AGAINST PROPOSAL 3.
Date ___________________________________ , 1996
Signature _____________________________________
Signature _____________________________________
When signing as attorney, executor, administrator,
trustee or guardian, please add your full title as
such. If shares are held by two or more persons
all holders must sign the proxy.
IF YOU ALSO HOLD COMMON STOCK, PLEASE FILL OUT THE GREEN COMMON STOCK PROXY. NO POSTAGE IS REQUIRED IF
THIS PROXY IS RETURNED IN THE ENCLOSED ENVELOPE AND MAILED IN THE UNITED STATES.
</TABLE>
<PAGE> 21
<TABLE>
<S><C>
A. O. SMITH CORPORATION PROXY -- COMMON STOCK
P.O. Box 23973 THIS PROXY IS SOLICITED ON
Milwaukee, WI 53223-0973 BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints ROBERT J. O'TOOLE, GLEN R. BOMBERGER and W. DAVID ROMOSER, or any
one of them, with full power of substitution, as proxy or proxies of the undersigned to attend the
annual meeting of stockholders of A. O. Smith Corporation to be held on April 3, 1996, at 9:00 a.m.
Eastern Time, at the Hotel du Pont, 11th and Market Streets, Wilmington, Delaware, or at any
adjournment thereof, and there to vote all shares of Common Stock which the undersigned would be
entitled to vote if personally present as specified upon the following matters and in their discretion
upon such other matters as may properly come before the meeting.
1. ELECTION OF DIRECTORS FOR all nominees listed below / / WITHHOLD AUTHORITY / /
(except as marked to the contrary below) to vote for All Nominees listed below
RUSSELL G. CLEARY, LEANDER W. JENNINGS, AND DR. AGNAR PYTTE
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S NAME ON THE
SPACE PROVIDED BELOW.)
_________________________________________________________________________________________________
2. PROPOSAL TO APPROVE THE RATIFICATION OF ERNST & YOUNG LLP AS THE INDEPENDENT AUDITORS OF THE
CORPORATION:
FOR / / AGAINST / / ABSTAIN / /
3. STOCKHOLDER PROPOSAL TO PROVIDE A POST-MEETING REPORT ON THE ANNUAL MEETING OF STOCKHOLDERS:
FOR / / AGAINST / / ABSTAIN / /
(continued, and to be signed and dated, on the other side)
- -----------------------------------------------------------------------------------------------
PROXY NO. NO. OF SHARES
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and accompanying
Proxy Statement, ratifies all that said proxies or their substitutes may lawfully do by virtue
hereof, and revokes all former proxies.
Please sign exactly as your name appears below, date and return this proxy.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2 AND AGAINST
PROPOSAL 3.
Date ___________________________________ , 1996
Signature _____________________________________
Signature _____________________________________
When signing as attorney, executor, administrator,
trustee or guardian, please add your full title
as such. If shares are held by two or more persons,
all holders must sign the proxy.
IF YOU ALSO HOLD CLASS A COMMON STOCK, PLEASE FILL OUT THE WHITE CLASS A COMMON STOCK PROXY.
NO POSTAGE IS REQUIRED IF THIS PROXY IS RETURNED IN THE ENCLOSED ENVELOPE AND MAILED IN THE UNITED STATES.
</TABLE>
