<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
Commission 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.
Universal Forest Products, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
UNIVERSAL FOREST PRODUCTS, INC.
NOTICE OF ANNUAL MEETING
UNIVERSAL FOREST PRODUCTS, INC. 2801 East Beltline NE Grand Rapids, MI 49525
March 21, 2000
The Annual Meeting of Shareholders of Universal Forest Products, Inc. will be
held in the Continental Ballroom at the Amway Grand Plaza Hotel, 187 Monroe NW,
Grand Rapids, Michigan, on Wednesday, April 19, 2000, at 8:30 a.m. local time
(registration begins at 8:00 a.m.) for the following purposes:
(1) Election of two directors for three-year terms expiring in 2003.
(2) The transaction of such other business as may properly come before the
meeting.
Shareholders of record at the close of business on March 1, 2000, are entitled
to notice of, and to vote at the meeting.
To vote by telephone, shareholders of record (shareholders who possess a
certificate representing their shares) may call toll free on a touch-tone
telephone 1-800-PROXIES (1-800-776-9437), enter the control number located on
the proxy card and follow the recorded instructions. To vote by Internet, go to
the site http://www.voteproxy.com, enter the control number located on the proxy
card and follow the instructions provided.
If your shares are held through a bank or a broker (referred to as "street
name"), you may also be eligible to vote your shares electronically. Simply
follow the instructions on your voting form, using either the toll free
telephone number or the Internet address that is listed.
A copy of the Annual Report to Shareholders for the year ended December 25,
1999, is being mailed to you concurrently with this Notice.
By Order of the Board of Directors
Matthew J. Missad, Secretary
YOUR VOTE IS IMPORTANT. EVEN IF YOU PLAN TO ATTEND THE MEETING,
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY.
<PAGE> 3
1
ANNUAL MEETING OF SHAREHOLDERS
UNIVERSAL FOREST PRODUCTS, INC. 2801 East Beltline NE Grand Rapids, Michigan
49525
March 21, 2000
PROXY STATEMENT
SOLICITATION OF PROXIES. This Proxy Statement and the enclosed Proxy are being
furnished to holders of Common Stock, no par value, of Universal Forest
Products, Inc. (the "Company"). The Board of Directors is soliciting proxies for
use at the Annual Meeting of Shareholders to be held on April 19, 2000, and at
any adjournment of that meeting. The annual meeting will be held in the
Continental Ballroom of the Amway Grand Plaza Hotel, 187 Monroe NW, Grand
Rapids, Michigan, at 8:30 a.m. local time. Registration for the meeting begins
at 8:00 a.m.
If the enclosed Proxy is properly executed and returned to the Company, the
shares represented by the Proxy will be voted at the annual meeting and at any
adjournment thereof. If a shareholder specifies a choice, the Proxy will be
voted as specified. If no choice is specified, the shares represented by the
Proxy will be voted for the election of all nominees named in the Proxy
Statement and in accordance with the judgment of the persons named as proxies
with respect to any other matter which may come before the meeting. A Proxy may
be revoked at any time before it is exercised, by written notice delivered to
the Secretary of the Company, by executing a subsequent Proxy, or by attending
the annual meeting and voting in person.
The cost of the solicitation of Proxies will be paid by the Company. In addition
to the use of the mails, Proxies may be solicited personally, by telephone, by
facsimile or by electronic mail by regular employees of the Company who will not
receive additional compensation. The Company does not intend to pay any
compensation for the solicitation of Proxies, except that brokers, nominees,
custodians and other fiduciaries will be reimbursed by the Company for their
expenses in connection with sending proxy materials to beneficial owners and
obtaining their Proxies.
VOTING SECURITIES. Holders of record of Common Stock at the close of business on
March 1, 2000, will be entitled to vote at the annual meeting. As of March 1,
2000, there were 20,127,181 shares of Common Stock outstanding. A shareholder is
entitled to one vote for each share of Common Stock registered in the
shareholder's name at the close of business on March 1, 2000. Votes cast at the
meeting or submitted by Proxy will be counted by inspectors of the meeting who
will be appointed by the Company.
ELECTION OF DIRECTORS
The Company's Articles of Incorporation provide that the Board of Directors,
which consists of seven members unless otherwise specified by 2/3 of the Board,
shall be divided into three classes, as equal in number as possible, with the
classes to hold office for staggered terms of three years each. At the
recommendation of the Nominating Committee, the Board of Directors has nominated
incumbent directors John W. Garside and Peter F. Secchia for re-election as
directors for three-year terms expiring at the 2003 annual meeting.
<PAGE> 4
2
Richard M. DeVos is retiring from the Board following the April 19, 2000 Board
Meeting. The Company would like to thank Mr. DeVos for the wisdom and insight he
provided to the Company during his term on the Board.
The persons named as proxy holders in the accompanying Proxy will vote for the
above-named nominees, unless the shareholder directs them differently on the
proxy card. If a nominee is not available for election as a director at the time
of the annual meeting (a situation which is not now anticipated), the Board of
Directors may designate a substitute nominee, and the accompanying Proxy will be
voted for the substituted nominee.
A vote of the shareholders holding a plurality of the shares present in person
or represented by proxy is required to elect directors. The two individuals who
receive the greatest number of votes cast at the meeting will be elected as
directors. For purposes of counting votes on the election of directors,
abstentions, broker non-votes, and shares otherwise withheld from voting will
not be counted as shares cast at the meeting, and will not have an affect on the
outcome of the election.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH PERSON
NOMINATED BY THE BOARD.
The following table provides certain biographical information for each person
who is nominated for election as a director at the annual meeting and for each
person who is continuing as an incumbent director.
..............................................................................
<TABLE>
<CAPTION>
NAMES, (AGES), POSITIONS AND BACKGROUNDS OF
DIRECTORS AND NOMINEES SERVICE AS A DIRECTOR
------------------------------------------- ---------------------
<S> <C>
Nominees for Terms Expiring in 2003
PETER F. SECCHIA (62) joined the Company in 1962, and Director since 1967.
has been the Chairman of the Board since January of Chairman of Nominating
1993. From 1971 until 1989, Mr. Secchia was the Committee.
President, Chief Executive Officer, and Chairman of the
Company. From 1989 until January of 1993, Mr. Secchia
served as U.S. Ambassador to Italy. Mr. Secchia also
serves as a director of Old Kent Financial Corporation,
and on the board of John Cabot University of Rome.
JOHN W. GARSIDE (60) is the President and Treasurer of Director since 1993.
Woodruff Coal Company of Kalamazoo, Michigan. Mr. Chairman of Personnel and
Garside also serves as a Commissioner for the Michigan Compensation Committee.
Department of Transportation, and as a director and
member of the compensation committee of PRAB, Inc.
</TABLE>
<PAGE> 5
3
<TABLE>
<CAPTION>
NAMES, (AGES), POSITIONS AND BACKGROUNDS OF
DIRECTORS AND NOMINEES SERVICE AS A DIRECTOR
------------------------------------------- ---------------------
<S> <C>
Incumbent Directors -- Terms Expiring in 2001
WILLIAM G. CURRIE (52) is the Chief Executive Officer Director since 1978.
and Vice Chairman of the Board of the Company. He joined
the Company in 1971, serving as a Salesman, General
Manager, Vice President, and Executive Vice President
from 1971 to 1983. From 1983 to 1990, Mr. Currie was
President of Universal Forest Products, Inc. Since 1989
he has been the Chief Executive Officer of the Company,
and on January 1, 2000, also became Vice Chairman of the
Board.
PHILIP M. NOVELL (62) is a consultant with the Compass Director since 1993.
Group of Birmingham, Michigan. Mr. Novell retired as Member of Audit Committee.
General Sales Manager for the Ford Division of Ford
Motor Company on December 31, 1998, with whom he had
been affiliated since 1961. Mr. Novell is also a member
of the Michigan Exposition and Fairgrounds Advisory
Council.
Incumbent Directors -- Terms Expiring in 2002
LOUIS A. SMITH (60) is President of the law firm of Director since 1993.
Smith and Johnson, Attorneys, P.C., of Traverse City, Chairman of Audit Committee.
Michigan. Mr. Smith also serves as a director of Empire
National Bank, is a Trustee for the Interlochen Center
for the Arts and serves as a member of the Advisory
Council to the University of Notre Dame Law School.
JOHN C. CANEPA (69) is a Consulting Principal for Crowe Director since 1996.
Chizek and Company, LLP, of Grand Rapids, Michigan. Mr. Member of Personnel and
Canepa retired as Chairman of the Board of Old Kent Compensation Committee.
Financial Corporation on November 1, 1995, with whom he
had been affiliated since its formation in 1972. Mr.
Canepa also serves on the board of Foremost Corporation
of America.
CARROLL M. SHOFFNER (67) is the Chairman of Shoffner Director since 1998.
Industries, L.L.C. of Burlington, North Carolina, which
he began in 1964. Mr. Shoffner also serves on the board
of Mid Carolina Bank of Burlington.
</TABLE>
................................................................................
The Board of Directors has appointed an Audit Committee. The Audit Committee
recommends the selection of independent accountants; approves the nature and
scope of services to be performed by the independent accountants and reviews the
range of fees for such services; confers with the independent accountants and
reviews the results of the annual audit; reviews with the independent
accountants the Company's internal auditing, accounting and financial
<PAGE> 6
4
controls; and reviews policies and practices regarding compliance with laws and
conflicts of interest. During 1999, the Audit Committee held two formal
meetings.
The Board of Directors has a Nominating Committee that is responsible for
recommending to the Board suitable candidates for nomination for positions on
the Board of Directors and committees of the Board of Directors. During 1999,
the Nominating Committee held one meeting. The Nominating Committee will
consider nominees recommended by shareholders, provided that a recommendation is
submitted in writing to the Chairman of the Nominating Committee at the address
of the Company, on or before the 30th day preceding the date of the annual
meeting, and includes a description of the proposed nominee, his or her consent
to serve as a director and other information regarding the proposed nominee as
would be required to be included in a proxy statement filed under the Securities
Exchange Act.
The Board of Directors has a Personnel and Compensation Committee, consisting
entirely of outside directors, that is responsible for reviewing and
recommending to the Board of Directors the timing and amount of compensation for
key employees, including salaries, bonuses and other benefits. The Personnel and
Compensation Committee also is responsible for administering the Company's stock
option and other equity-based incentive plans, recommending retainer and
attendance fees for non-employee directors, reviewing compensation plans and
awards as they relate to key employees and administering the Company's
retirement plans. During 1999, the Personnel and Compensation Committee held one
meeting.
During the Company's last fiscal year, there were four regular meetings of the
Board of Directors, and the Board took action by unanimous written consent on
two occasions. Each of the incumbent directors attended 75% or more of the
aggregate number of meetings of the Board of Directors and meetings of
committees on which they were eligible to attend.
COMPENSATION OF DIRECTORS. Directors who are also employees of the Company
receive no annual retainer and are not compensated for attendance at Board or
committee meetings. Directors who are not employees of the Company receive a
$10,000.00 annual retainer fee, plus $500.00 for attendance at each regular and
special meeting of the Board of Directors. In addition, each outside Director is
granted 100 shares of stock for each Board meeting attended, up to a maximum of
400 shares per year. Directors receive no compensation for attendance at a
committee meeting held on the day of a Board meeting. However, a Director does
receive a $500.00 meeting fee for a committee meeting held on a day other than
the day of a Board meeting.
Each Director who is not an employee of the Company may participate in the
Director Retainer Stock Plan. The Director Retainer Stock Plan, approved by
shareholders in April 1994, provides that each Director may elect to receive
Company stock, on a deferred basis, in lieu of cash compensation for the
Director's retainer and meeting fees.
Directors receive reimbursement of ordinary and necessary expenses to attend
meetings. The Chairmen of the Audit, Personnel and Compensation, and Nominating
Committees do not receive additional compensation for serving as a Chairman.
<PAGE> 7
5
OWNERSHIP OF COMMON STOCK. The following table sets forth information as to each
shareholder known to the Company to have been the beneficial owner of more than
five percent (5%) of the Company's outstanding shares of Common Stock as of
March 1, 2000:
..............................................................................
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OF CLASS(2)
------------------- ----------------------- -----------
<S> <C> <C>
Peter F. Secchia 4,001,220(3) 19.7%
2801 East Beltline NE
Grand Rapids, MI 49525
Carroll M. Shoffner 2,570,250(4) 12.7%
5631 S. NC 62
Burlington, NC 27215
J.P. Morgan & Co. Incorporated 1,162,350(5) 5.7%
60 Wall Street
New York, NY 10260
</TABLE>
- ------------------
(1) Except as otherwise indicated by footnote, each named person has sole voting
and investment power with respect to the shares indicated.
(2) Shares outstanding for this calculation include 60,000 shares which are
subject to options exercisable in 60 days, 18,320 shares which are subject to
issuance under the Director Retainer Stock Plan, and 83,851 shares which are
subject to issuance under a Deferred Compensation Plan.
(3) Includes 50,000 shares owned by Mr. Secchia's wife; 676,268 shares held by
limited liability companies of which Mr. Secchia is a member; 1,493,439 shares
held by a family limited partnership of which Mr. Secchia is a partner; and
100,000 shares held by a family foundation.
(4) Includes 600,000 shares held by a charitable remainder unitrust of which Mr.
Shoffner and his spouse are lifetime beneficiaries.
(5) Based on form 13G filed by the named person, as of December 31, 1999.
Includes 231,400 shares which the named person does not have the power to vote,
but does have the power to dispose.
...............................................................................
SECURITIES OWNERSHIP OF MANAGEMENT. The table on the following page contains
information with respect to ownership of the Company's Common Stock by all
directors, nominees for election as director, executive officers named in the
tables under the caption "Executive Compensation," and all executive officers
and directors as a group. The information in this table was furnished by the
Company's officers, directors and nominees for election of directors, and
represents the Company's understanding of circumstances in existence as of March
1, 2000.
<PAGE> 8
6
.............................................................................
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OF CLASS(2)
------------------------ ----------------------- -----------
<S> <C> <C>
Peter F. Secchia 4,001,220(3) 19.7%
Carroll M. Shoffner 2,750,250(6) 12.7%
William G. Currie 768,942(4)(5) 3.8%
Michael B. Glenn 380,152(4) 1.9%
Robert K. Hill 255,829(4) 1.3%
James H. Ward 190,521(4) *
Gary A. Wright 130,000 *
Richard M. DeVos 25,400 *
John W. Garside 24,350 *
Louis A. Smith 20,996(7) *
John C. Canepa 11,567(7) *
Philip M. Novell 9,157(7) *
All directors and executive officers as a group
(19 persons) 8,141,112(2)(4)(7) 40.1%
</TABLE>
- ---------------
* Less than one percent (1%).
(1) Except as otherwise indicated by footnote, each named person has sole voting
and investment power with respect to the shares indicated.
(2) Shares outstanding for this calculation include 60,000 shares which are
subject to options exercisable in 60 days, 18,320 shares which are subject to
issuance under the Director Retainer Stock Plan, and 83,851 shares which are
subject to issuance under a Deferred Compensation Plan.
(3) Includes 50,000 shares owned by Mr. Secchia's wife; 676,268 shares held by
limited liability companies of which Mr. Secchia is a member; 1,493,439 shares
held by a family limited partnership of which Mr. Secchia is a partner; and
100,000 shares held by a family foundation.
(4) Twenty-two current and former employees of the Company, including Messrs.
Currie, Ward, Glenn and Hill, along with other executive officers of the
Company, are partners of a general partnership that owns 180,000 shares of the
Company's Common Stock. The terms of this Partnership Agreement provide that Mr.
Currie has the authority to vote all the shares held by the partnership. Each
partner is deemed to have beneficial ownership of all the shares held by this
partnership.
(5) Includes 16,444 shares held by a partnership of which Mr. Currie is a
general partner. The Partnership Agreement provides that Mr. Currie has the
authority to vote all of the shares held by the partnership. Each partner is
deemed to have beneficial ownership of all the shares held by this partnership.
(6) Includes 600,000 shares held by a charitable remainder unitrust of which Mr.
Shoffner and his spouse are lifetime beneficiaries.
(7) Includes shares obtained through the Company's Director Retainer Stock Plan
for Mr. Smith, Mr. Novell, and Mr. Canepa who hold 7,796 shares, 7,157 shares,
and 3,367 shares through such plan, respectively.
..............................................................................
<PAGE> 9
7
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE. The following Summary Compensation Table shows
certain information concerning the compensation for the Chief Executive Officer,
the Chairman and each of the Company's four most highly compensated executive
officers for fiscal 1999 (the "Named Executives"), and their compensation for
1998 and 1997:
..............................................................................
<TABLE>
<CAPTION>
ANNUAL COMPENSATION ALL OTHER
PRINCIPAL POSITION YEAR SALARY(1) BONUS(2) COMPENSATION(3)
------------------ ---- --------- -------- ---------------
<S> <C> <C> <C> <C>
Peter F. Secchia 1999 $300,000 $250,000 $8,734
Chairman of the Board 1998 302,229 250,000 9,645
1997 326,333 350,000 9,288
William G. Currie 1999 397,229 768,000 8,734
Chief Executive Officer 1998 366,333 637,000 9,645
and Vice Chairman of the Board 1997 360,500 418,000 9,288
Michael B. Glenn 1999 245,770 507,000 8,734
President 1998 231,666 477,726 9,645
1997 194,333 474,871 9,288
James H. Ward 1999 245,770 495,000 8,734
President 1998 235,000 477,750 9,645
Universal Forest Products 1997 201,791 239,251 9,288
Eastern Division
Robert K. Hill 1999 211,000 465,000(4) 8,734
President 1998 198,333 341,259 9,645
Universal Forest Products 1997 178,958 254,927 9,288
Western Division
Gary A. Wright 1999 250,000 412,382(5) 4,800
President 1998 199,520(6) 342,597 -0-
Shoffner Industries, L.L.C.
</TABLE>
- ------------------
(1) Includes amounts deferred by Named Executives, including amounts deferred
under the Company's 401(k) Plan.
(2) Includes annual bonus payments under performance-based bonus plans tied to
the Company's operating profit and return on investment, which covers
substantially all salaried employees. The bonus amounts herein represent the
amounts earned in each respective year, which are paid in the subsequent year.
(3) The amounts set forth in this column represent Company contributions to the
Company's Profit Sharing and 401(k) Plan. Subject to certain age and service
requirements, all employees of the Company and its subsidiaries are eligible to
participate in the Plan. A subsidiary acquired during 1998 has a separate
retirement plan.
(4) Includes amounts paid in 1999 as a result of Mr. Hill's relocation to
Colorado.
(5) Includes production bonuses paid in 1999.
(6) As a result of the Company's merger with Shoffner Industries, Inc., Mr.
Wright became an employee of the Company on March 30, 1998.
.............................................................................
<PAGE> 10
8
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES. The following table sets forth information regarding the exercise of
options in the last fiscal year by the Named Executives.
..............................................................................
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
SHARES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
ACQUIRED OPTIONS AT IN-THE-MONEY OPTIONS
ON VALUE DECEMBER 25, 1999(#) AT DECEMBER 25, 1999($)(2)
EXECUTIVE EXERCISE(#) REALIZED($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
--------- ------------ -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Peter F. Secchia 25,000 $403,250 0 37,500 $0 $ 323,437
William G. Currie 50,000 806,500 0 75,000 0 646,875
James H. Ward 0 0 0 35,000 0 269,375
Michael B. Glenn 10,000 161,250 0 35,000 0 269,375
Gary A. Wright 0 0 0 50,000 0 (523,317)
Robert K. Hill 10,000 161,250 0 35,000 0 269,375
</TABLE>
- ------------------
(1) Represents the aggregate market value of shares at the time of exercise less
the aggregate exercise price paid by the Named Executives.
(2) Values based on the difference between the closing market price of the
Company's stock as of December 25, 1999 ($13.125) and the exercise price of
the options.
.............................................................................
PERSONNEL AND COMPENSATION COMMITTEE REPORT
The Personnel and Compensation Committee (the "Committee") of the Board of
Directors has furnished the following report on executive compensation:
During 1999, the Company maintained its compensation program in accordance
with the following Committee goals:
A. Reasonable and appropriate base salaries, based upon job duties.
B. Incentive compensation tied to Company objectives, including: (a)
Return on Investment; (b) Progress on Performance 2002 objectives; and
(c) Growth in Sales and Earnings.
The Committee has determined that the following categories will best
motivate Company executives to achieve the Company goals:
Base Salaries. Annual base salaries are based on past and present corporate
and individual performance, with reference to base salary data of
similar-sized corporations and industry competitors so such salaries are
generally competitive in the market place. Salary comparisons with peer
group companies are reviewed and analyzed to account for differences in
size and business complexity among peer companies.
<PAGE> 11
9
The Committee has complete discretion in determining base salary amounts
(including the grant and amount of any annual discretionary incentive
payments or stock option awards), regardless of whether corporate or
individual performance goals are achieved. The Committee exercised this
discretion in setting base salaries for 1999.
Each year the Committee reviews, with the Chief Executive Officer, and
approves, with such modifications as it may deem appropriate, an annual
salary adjustment target for executives for the ensuing February 1 to
January 31, based on current available survey data, cost of living factors
and performance judgments as to the past and expected future contributions
of the individual officers.
Incentive Compensation. The Company relies heavily on annual incentive
compensation to attract and retain Company officers and other key employees
of outstanding abilities, and to motivate them to perform to the full
extent of their abilities. The Company's incentive compensation system in
1999 focused on Return on Investment (ROI). For Messrs. Ward, Glenn and
Hill, 1999 bonuses are based on the ROI of their respective operations,
with adjustments to the bonus based on attainment of certain Company and
Divisional goals. For Mr. Wright, bonus is based on the pretax operating
profit of Shoffner Industries, L.L.C. which was the method utilized by
Shoffner Industries prior to its acquisition by the Company in March of
1998. In addition, Mr. Wright, together with all Shoffner employees, is
eligible for bonuses based on productivity. For Mr. Currie, incentive
compensation is based entirely on the ROI of the Company as a whole.
Chief Executive. The Committee annually reviews and establishes the
discretionary component of the base salary of the Chief Executive Officer.
His salary is based on comparable compensation data, the Committee's
assessment of his past performance and its expectation as to his future
contributions in leading the Company and its businesses. The Chief
Executive Officer's base salary fell within the middle-range of the
salaries of comparable executives. When compared with the peer group of the
Company (as discussed under "Stock Performance Graph"), the Chief Executive
Officer's base salary fell in the upper quartile of the peer group. The
Committee has complete discretion in setting base salary for Mr. Currie
(who does not have an employment agreement with the Company).
The Chief Executive Officer's incentive bonus amount for 1999 was based
upon performance determined under the Company's Performance Bonus Plan. The
Chief Executive Officer's bonus for 1999 reflects the Company's overall
performance, including record sales and record net earnings achieved in
1999, in spite of a slight decline in ROI.
<PAGE> 12
10
Incentive Bonus Program. For fiscal 2000, the Company will continue to use
the ROI based Performance Bonus Plan described above. By basing the
individual's incentive compensation on the ROI generated by the profit
center, the individual is rewarded for properly managing assets, increasing
cash flow and obtaining higher net margins. A discretionary bonus component
is available for salaried personnel at operations which have not yet hit
the ROI target, but which demonstrate improvement over the previous year.
For the Chief Executive and the other Named Executives, incentive
compensation will be paid as provided in the Performance Bonus Plan, as
approved by the Committee.
The Company's policy is to pay all earned compensation regardless of
whether it exceeds the One Million Dollar ($1,000,000.00) limitation on
compensation deductions set forth in Section 162(m) of the Internal Revenue
Code. To ensure the maximum tax deductibility for the Company, the Company
received shareholder approval of its Performance Bonus Plan at its 1999
Annual Meeting of Shareholders.
The Committee recognizes that as the strategic objectives of the Company
are modified and refined, the compensation formulas must also be refined to
maintain the direct correlation between individual compensation and Company
performance.
This report has been furnished by the members of the Board of Directors'
Personnel and Compensation Committee.
John W. Garside, Chairman
John C. Canepa
Richard M. DeVos
The report of the Personnel and Compensation Committee shall not be deemed
incorporated by reference in any general statement incorporating by reference
this Proxy Statement into any filing under the Securities Act of 1933 or under
the Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such Acts.
<PAGE> 13
11
STOCK PERFORMANCE GRAPHS. The following graph depicts the cumulative total
return on the Company's Common Stock compared to the cumulative total return on
the indices for The NASDAQ Stock Market(SM) (all U.S. companies) and an industry
peer group selected by the Company. The graph assumes an investment of $100.00
on December 23, 1994 and reinvestment of dividends in all cases.
[COLD PEER GROUP LINE GRAPH]
<TABLE>
<CAPTION>
UNIVERSAL FOREST NASDAQ STOCK MARKET SELF-DETERMINED PEER
PRODUCTS, INC. (U.S. COMPANIES) GROUP
---------------- ------------------- --------------------
<S> <C> <C> <C>
12/23/94 100 100 100
12/22/95 150.9 142.6 102.5
12/24/96 217.8 176 106.7
12/24/97 208.6 206.2 110.8
12/24/98 328.5 300.3 104
12/23/99 216.6 536.2 127.7
</TABLE>
<TABLE>
<CAPTION>
12/1994 12/1995 12/1996 12/1997 12/1998 12/1999
<S> <C> <C> <C> <C> <C> <C>
M Universal Forest Products, Inc. 100.0 150.9 217.8 208.6 328.5 216.6
O Nasdaq Stock Market (US Companies) 100.0 142.6 176.0 206.2 300.3 536.2
K Self-Determined Peer Group 100.0 102.5 106.7 110.8 104.0 127.7
</TABLE>
The companies included in the Company's self-determined industry peer group are
as follows:
<TABLE>
<S> <C>
Armstrong World Industries, Inc. Building Materials Holding Corp.
Georgia Pacific Corp. Kevco Inc.
Louisiana Pacific Corp. Patrick Industries Inc.
TJ International Inc.
</TABLE>
The returns of each company included in the self-determined peer group are
weighted according to each respective company's stock market capitalization at
the beginning of each period presented in the graph above.
...............................................................................
<PAGE> 14
12
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Section 16(a) of the
Exchange Act requires directors, executive officers and greater than 10%
beneficial owners to file reports of ownership and changes in ownership of
shares of Common Stock with the Securities and Exchange Commission, and
applicable regulations require them to furnish the Company with copies of all
Section 16(a) reports they file. Based solely upon review of the copies of such
reports furnished to the Company, or written representations that no such
reports were required, all Section 16(a) filing requirements applicable to the
reporting persons were complied with, except for Mr. Hill and Mr. Ward who each
filed one late Form 4 report covering one transaction each.
INDEPENDENT PUBLIC ACCOUNTANTS. Deloitte & Touche LLP, certified public
accountants, have audited the financial statements of the Company and its
subsidiaries for the fiscal year ended December 25, 1999, and management intends
to recommend the reappointment of the firm of Deloitte & Touche LLP as
independent auditors of the Company for the current fiscal year. Representatives
of Deloitte & Touche LLP are expected to be present at the annual meeting, will
have an opportunity to make a statement and are expected to be able to respond
to appropriate questions from the shareholders.
AVAILABILITY OF FORM 10-K. Shares of the Company's stock are traded under the
symbol UFPI on The NASDAQ Stock Market(SM). The Company's 10-K Report filed with
the Securities and Exchange Commission will be provided free of charge to any
shareholder upon written request. Other significant financial information is
available on the Company's web site at http://www.ufpinc.com. For more
information, contact the Investor Relations Department, 2801 East Beltline NE,
Grand Rapids, Michigan 49525.
SHAREHOLDER PROPOSALS. Shareholder proposals intended to be presented at the
2001 Annual Meeting of Shareholders must be received by the Company no later
than November 22, 2000, to be considered for inclusion in the proxy materials
relating to that meeting. Proposals of shareholders should be addressed to the
attention of Secretary, 2801 East Beltline NE, Grand Rapids, Michigan 49525. If
the Company receives notice of a shareholder proposal after February 4, 2001,
the persons named as proxies for the 2001 Annual Meeting of Shareholders will
have discretionary voting authority to vote on that proposal at the meeting.
<PAGE> 15
13
FUTURE PROXY SOLICITATION. The Company has expanded its use of the Internet to
solicit proxies from its shareholders. As stated on the Notice of Annual
Meeting, we will also accept voting by telephone or via electronic mail. If, in
the future, you are interested in accepting proxy solicitations via the
Internet, please visit our web site at http://www.ufpinc.com, and request to be
put on our e-mail list by clicking on the "Information Request" icon.
By Order of the Board of Directors,
Matthew J. Missad, Secretary
March 21, 2000
<PAGE> 16
- --------------------------------------------------------------------------------
UNIVERSAL FOREST PRODUCTS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints William G. Currie and Matthew J. Missad as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below, all the shares of Common
Stock of Universal Forest Products, Inc. held of record by the undersigned on
March 1, 2000 at the Annual Meeting of Shareholders to be held April 19, 2000,
and at any adjournment thereof.
(TO BE SIGNED ON REVERSE SIDE)
<PAGE> 17
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF SHAREHOLDERS
UNIVERSAL FOREST PRODUCTS, INC.
APRIL 19, 2000
<TABLE>
<S><C>
\/ Please Detach and Mail in the Envelope Provided \/
-------------------------------------------------------------------------
A [ X ]Please mark your
votes as in this
example.
FOR the nominees WITHHOLD
listed at right AUTHORITY
(except as marked to to vote for all nominees
the contrary below) listed at right
1. Directors to be [ ] [ ] NOMINEES: John W. Garside This Proxy, when properly executed, will be
Elected by voted in the manner directed herein by the
Holders of Peter F. Secchia undersigned shareholder. If no direction is
Common Stock made, this Proxy will be voted FOR all nominees
listed in Proposal 1.
PLEASE DATE, SIGN AND RETURN PROMPTLY.
(Instruction: To withhold authority to vote for any individual
nominee, strike a line through the nominee's name in the list at
right.)
SIGNATURE(S) DATE:
------------------------------------------------ -------------
NOTE: Please sign exactly as name appears hereon. When shares are given by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full
corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized
person.
</TABLE>
<PAGE> 18
UNIVERSAL FOREST PRODUCTS, INC.
APRIL 19, 2000
-------------------------
PROXY VOTING INSTRUCTIONS
-------------------------
TO VOTE BY MAIL
PLEASE DATE, SIGN AND MAIL YOUR PROXY CARD IN THE ENVELOPE PROVIDED AS SOON AS
POSSIBLE.
TO VOTE BY TELEPHONE (TOUCH-TONE PHONE ONLY)
PLEASE CALL TOLL-FREE 1-800-PROXIES AND FOLLOW THE INSTRUCTIONS. HAVE YOUR
CONTROL NUMBER AND THE PROXY CARD AVAILABLE WHEN YOU CALL.
TO VOTE BY INTERNET
PLEASE ACCESS THE WEB PAGE AT "WWW.VOTEPROXY.COM" AND FOLLOW THE ON-SCREEN
INSTRUCTIONS. HAVE YOUR CONTROL NUMBER AVAILABLE WHEN YOU ACCESS THE WEB PAGE.
YOUR CONTROL NUMBER IS => [ ]
<TABLE>
<S><C>
\/ Please Detach and Mail in the Envelope Provided \/
- ------------------------------------------------------------------------------------------------------------------------------------
A [X] Please mark your -- |
votes as in this | |
example. ---
FOR the nominees WITHHOLD
listed at right AUTHORITY
(except as marked to to vote for all nominees
the contrary below) listed at right
1. Directors to be [ ] [ ] NOMINEES: John W. Garside This Proxy, when properly executed, will be voted
elected by [ ] [ ] Peter F. Secchia in the manner directed herein by the undersigned
holders of shareholder. If no direction is made, this Proxy
Common Stock will be voted FOR all nominees listed in Proposal 1.
PLEASE DATE, SIGN AND RETURN PROMPTLY.
(Instruction: To withhold authority to vote for any individual
nominee, strike a line through the nominee's name in the list at
right.)
SIGNATURE(S) DATE:
--------------------------------------------------------- ---------------------------------------------------------
NOTE: Please sign exactly as name appears hereon. When shares are given by joint tenants, both should sign. When signing as
attorney, executor administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full
corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized
person.
</TABLE>
