<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULE 14A
(RULE 14a)
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:
<TABLE>
<S> <C>
[ ] 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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
Olympic Steel, Inc.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(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
olympic logo
Olympic Steel, Inc., 5096 Richmond Road, Bedford Heights, OH 44146 (216)
292-3800
To Our Shareholders:
You are invited to attend the 1999 annual meeting of shareholders of Olympic
Steel, Inc. to be held at Olympic Steel, Inc., 5096 Richmond Road, Bedford
Heights, OH 44146, on Friday, April 23, 1999, at 2:00 p.m. local time. We are
pleased to enclose the notice of our annual meeting of shareholders, together
with a Proxy Statement, a Proxy and an envelope for returning the Proxy.
You are hereby asked to approve the election of Directors and to ratify the
appointment of auditors. Your Board of Directors unanimously recommends that you
vote "FOR" each proposal stated in the Proxy.
Please carefully review the Proxy Statement and then complete and sign your
Proxy and return it promptly. If you attend the meeting and decide to vote in
person, you may withdraw your Proxy at the meeting.
Your time and attention to this letter and the accompanying Proxy Statement and
Proxy is appreciated.
Sincerely,
Michael D. Siegal
Chairman and Chief Executive Officer
March 24, 1999
<PAGE> 3
olympic logo
Olympic Steel, Inc., 5096 Richmond Road, Bedford Heights, OH 44146 (216)
292-3800
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 23, 1999
The annual meeting of shareholders of Olympic Steel, Inc., an Ohio corporation
(the Company), will be held on Friday, April 23, 1999 at 2:00 p.m. local time,
at Olympic Steel, Inc., 5096 Richmond Road, Bedford Heights, OH 44146, for the
following purposes:
1. To elect four Directors for a term expiring in 2001.
2. To ratify the appointment of Arthur Andersen LLP as auditors of the Company
for 1999.
3. To transact such other business that is properly brought before the meeting.
Only holders of the Common Shares of record on the books of the Company at the
close of business on March 5, 1999 will be entitled to vote at the meeting.
Your vote is important. All shareholders are invited to attend the meeting in
person. However, to ensure your representation at the meeting, please mark, date
and sign your Proxy and return it promptly in the enclosed envelope. Any
shareholder attending the meeting may vote in person even if the shareholder
returned a Proxy.
By Order of the Board of Directors
R. Louis Schneeberger
Chief Financial Officer
Cleveland, Ohio
March 24, 1999
THE ENCLOSED PROXY, WHICH IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF THE COMPANY, CAN BE RETURNED IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE> 4
olympic logo
1999 ANNUAL MEETING
April 23, 1999
THE PROXY AND SOLICITATION
This Proxy Statement is being mailed on or about March 24, 1999, to the
shareholders of Olympic Steel, Inc. (the Company) in connection with the
solicitation by the Board of Directors of the enclosed form of Proxy for the
1999 Annual Meeting of Shareholders to be held on Friday, April 23, 1999 at 2:00
p.m. local time, at Olympic Steel, Inc., 5096 Richmond Road, Bedford Heights, OH
44146. Pursuant to the Ohio General Corporation Law, any shareholder signing and
returning the enclosed Proxy has the power to revoke it by giving notice of such
revocation to the Company in writing or in the open meeting before any vote with
respect to the matters set forth therein is taken. The representation in person
or by Proxy of at least a majority of the outstanding shares of Common Stock
entitled to vote is necessary to provide a quorum at the Annual Meeting. The
election of directors and the proposal to ratify the appointment of auditors
require approval only by a plurality of the votes cast. As a result, although
abstentions and broker non-votes will not be counted in determining the outcome
of the vote, they will be counted in determining whether a quorum has been
achieved. The cost of soliciting the Proxy will be borne by the Company.
PURPOSES OF ANNUAL MEETING
The Annual Meeting has been called for the purposes of (1) electing four
(4) Directors of the class whose two-year terms of office will expire in 2001;
(2) ratifying the appointment of Arthur Andersen LLP as auditors of the Company
for 1999 and (3) transacting such other business as may properly come before the
meeting.
The two persons named in the enclosed Proxy have been selected by the Board
of Directors and will vote Common Shares represented by valid Board of
Directors' Proxies. They have indicated that, unless otherwise indicated in the
enclosed Proxy, they intend to vote for the election of the director nominees
named herein and in favor of the proposal listed in Item 2 above.
VOTING SECURITIES
The Board of Directors has fixed the close of business on March 5, 1999, as
the record date for determining shareholders entitled to notice of the meeting
and to vote. On that date, 10,692,000 shares of Common Stock were outstanding
and entitled to one vote on all matters properly brought before the Annual
Meeting.
1
<PAGE> 5
PROPOSAL ONE
ELECTION OF DIRECTORS
The Board of Directors is divided into two classes, each of whose members
serve for a staggered two-year term. The Board is comprised of a class of four
directors whose terms expire in 1999 and a class of three directors whose terms
expire in 2000.
The Board of Directors has nominated Michael D. Siegal, David A. Wolfort,
Thomas M. Forman, and Betsy S. Atkins to stand for reelection as Directors for a
two-year term. The two-year term will end upon the election of Directors at the
2001 annual meeting of shareholders.
At the annual meeting, the shares of Common Stock represented by valid
Proxies, unless otherwise specified, will be voted to reelect the directors.
Each individual nominated for election as a Director of the Company has agreed
to serve if elected. However, if any nominee becomes unable or unwilling to
serve if elected, the Proxies will be voted for the election of such other
person as may be recommended by the Board of Directors. The Board of Directors
has no reason to believe that the persons listed as nominees will be unable or
unwilling to serve.
The Board of Directors recommends that each shareholder vote "FOR" the
Board of Directors' nominees. Directors will be elected by a plurality of the
votes cast at the annual meeting.
DIRECTORS WHOSE TERMS EXPIRE IN 2001
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION,
PAST FIVE YEARS,
NAME OF DIRECTOR AGE OTHER DIRECTORSHIPS SINCE
---------------- --- --------------------- -----
<S> <C> <C> <C>
Michael D. Siegal 46 President and Chief Executive Officer of the Company 1984
since 1984, and Chairman of the Board since 1994. A
member of the Board of Directors of American
National Bank (Cleveland, Ohio) and Cleveland
Lumberjacks (professional hockey team).
David A. Wolfort 46 Chief Operating Officer of the Company since 1995. 1987
He served as Vice President - Commercial of the
Company from 1987 to 1995, after having joined the
Company in 1984 as General Manager. Currently,
Chairman of the Governmental Affairs Committee of
the SSCI. He is a trustee of Health Hill Hospital
for Children and a Regional Board Member of the
Northern Ohio Anti-Defamation League.
Thomas M. Forman 53 Business Consultant. He served as Vice President of 1994
Sealy Corporation (a manufacturer and distributor of
bedding) from 1994 to 1997. Prior thereto, he served
as Executive Vice President and a member of the
Board of Directors of Bridgestone/Firestone, Inc. (a
worldwide tire manufacturer and distributor) for two
years and held various senior management positions
for seven years prior thereto.
Betsy S. Atkins 42 Founder and board member of Ascend Communications 1998
Corp. (a supplier of wide area network products)
since 1989. Chairman of the Board of Amplitude
Software (applications software company for the
Internet and Intranet market) since 1996. Prior to
that she was the President of Nellson Candies, Inc.
(a specialized, functional food company). Member of
the Boards of Directors of Caere Corp., Secure
Computing, and Selectica.
</TABLE>
2
<PAGE> 6
NOMINEES FOR TERMS TO EXPIRE IN 2000
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION,
PAST FIVE YEARS,
NAME OF DIRECTOR AGE OTHER DIRECTORSHIPS SINCE
---------------- --- --------------------- -----
<S> <C> <C> <C>
R. Louis Schneeberger 44 Chief Financial Officer of the Company since 1987; 1987
Chairman of the Board of Royal Appliance Mfg. Co.
(an assembler and distributor of vacuum cleaners), a
trustee of the Achievement Center for Children (a
non-profit corporation focusing on children with
disabilities), and a member of the Business Advisory
Council of Kent State University.
Martin H. Elrad 59 Private investor; also served for over five years as 1987
President of Solon Leasing Co. (a fleet vehicle
lessor).
Suren A. Hovsepian 59 Business Consultant. Vice President - Automotive of 1998
the Company from 1997 to 1998. Previously, he served
as General Manager of Lafayette Steel, a subsidiary
of the Company, since its acquisition in 1995. Prior
to its acquisition, he was President and Chief
Executive Officer of Lafayette Steel.
</TABLE>
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
The Board of Directors of the Company held four meetings in 1998. The Board
of Directors has an Audit Committee, a Compensation Committee, and a Nominating
Committee, each of which consists of Ms. Atkins, and Messrs. Elrad and Forman.
The Audit Committee held two meetings and the Compensation and Nominating
Committees each held one meeting in 1998. The Committees receive their authority
and assignments from the Board of Directors and report to the Board of
Directors.
All of the current Directors attended all of the required Board and
applicable committee meetings held during 1998. In addition to holding regular
committee meetings, the Board members also reviewed and considered matters and
documents and communicated with each other wholly apart from the meetings.
Several actions were taken by unanimous written consent.
The Audit Committee, which is chaired by Ms. Atkins, recommends the
engagement of the Company's independent auditors and is primarily responsible
for approving the services performed by the Company's independent auditors. The
Committee also reviews and evaluates the Company's accounting principles and its
system of internal accounting controls.
The Compensation Committee, which is chaired by Mr. Forman, reviews and
approves the Company's executive compensation policy, makes recommendations
concerning the Company's employee benefit policies, and has authority to
administer the Company's Stock Option Plan.
The Nominating Committee, which is chaired by Mr. Elrad, functions to
advise and make recommendations to the Board concerning the selection of
candidates as nominees for directors, including those individuals recommended by
shareholders. Shareholders wishing to suggest nominees for election to the Board
at the 2000 annual meeting may do so by providing written notice to the Company
in care of Marc H. Morgenstern, Secretary, no later than December 26, 1999.
3
<PAGE> 7
COMPENSATION OF DIRECTORS
During 1998, each Director who is not an employee of the Company received a
director's fee in the amount of $2,500 per meeting, with a minimum fee of
$10,000 per annum, and reimbursement for out-of-pocket expenses incurred in
connection with attending such meetings. For 1999, the director's fee was
increased to $3,500 per meeting, with a minimum fee of $14,000. Directors shall
also receive $1,000 for each special Board or Committee meetings attended,
including telephonic meetings. No additional compensation is to be paid for
committee meetings held on the same day as Board meetings. Upon appointment to
the Board, each outside Director is entitled to a stock option grant of 10,000
shares. Each outside Director shall also be entitled to an annual stock option
grant of up to 2,500 shares, based on overall company performance. Directors who
are also employees of the Company receive no additional remuneration for serving
as Directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth each person or entity who has beneficial
ownership of 5% or more of the outstanding Common Shares of the Company on March
5, 1999, based upon information furnished to the Company.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF
NAMES OF BENEFICIAL OWNERS BENEFICIALLY OWNED OWNERSHIP
-------------------------- ------------------ -------------
<S> <C> <C>
Michael D. Siegal 1,476,000(1) 13.8%
5096 Richmond Road
Cleveland, OH 44146
Dimensional Fund Advisors 808,500(2) 7.6%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
J. & W. Seligman & Co., Inc. 719,844(3) 6.7%
100 Park Avenue - 8th Floor
New York, NY 10006
</TABLE>
- ---------------
(1) Does not include 51,000 shares held in various trusts for the benefit of Mr.
Siegal's children. Mr. Siegal disclaims beneficial ownership of such shares.
(2) Based on Schedule 13G filed with the Securities and Exchange Commission on
or about February 11, 1999.
(3) Based on Schedule 13G filed with the Securities and Exchange Commission on
or about February 9, 1999.
4
<PAGE> 8
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the amount of the Company's Shares of Common
Stock beneficially owned by the Company's Directors, each of the officers in the
compensation table on page 6, and all the directors and executive officers as a
group as of March 5, 1999.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF
NAMES OF BENEFICIAL OWNERS BENEFICIALLY OWNED OWNERSHIP
-------------------------- ------------------ -------------
<S> <C> <C>
Michael D. Siegal 1,476,000(1) 13.8%
R. Louis Schneeberger 260,100(2) 2.4%
David A. Wolfort 203,000(3) 1.9%
Thomas M. Forman 12,750(4) *
Martin H. Elrad 12,000(5) *
Betsy S. Atkins 10,000 *
Suren A. Hovsepian 8,000(6) *
All directors and executive officers as a group 1,981,850(7) 18.5%
(7 persons)
</TABLE>
- ---------------
* Less than 1%.
(1) Does not include 51,000 shares held in various trusts for the benefit of Mr.
Siegal's children. Mr. Siegal disclaims beneficial ownership of such shares.
(2) Includes 100 shares held by spouse. Does not include 34,000 shares held in
various trusts for the benefit of Mr. Schneeberger's children. Mr.
Schneeberger disclaims beneficial ownership of such shares.
(3) Does not include 84,500 shares held in various trusts for the benefit of Mr.
Wolfort's children. Mr. Wolfort disclaims beneficial ownership of such
shares.
(4) Includes 10,600 shares issuable upon exercise or options exercisable within
sixty days of March 5, 1999.
(5) Includes 12,000 shares issuable upon exercise or options exercisable within
sixty days of March 5, 1999.
(6) Includes 8,000 shares issuable upon exercise or options exercisable within
sixty days of March 5, 1999.
(7) Includes 30,600 shares issuable upon exercise or options exercisable within
sixty days of March 5, 1999.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Act of 1934, as amended, requires the
Company's officers and directors, and persons who own greater than 10% of the
Company's Common Stock, to file reports of ownership and changes in ownership to
the SEC. Officers, directors and more than 10% shareholders are required by the
SEC to furnish to the Company copies of all Section 16(a) reports they file.
Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to
the Company during 1998 and Form 5 and amendments thereto furnished to the
Company with respect to 1998, or a written representation from the reporting
person that no Form 5 is required, all filings required to be made by the
Company's officers, directors and greater than 10% shareholders were timely made
with the exception of one late filing of Form 4 by Michael D. Siegal for a
November 1998 purchase of common stock.
5
<PAGE> 9
EXECUTIVE OFFICERS' COMPENSATION
The following table sets forth certain information with respect to the
compensation paid by the Company during the years ended December 31, 1998, 1997,
and 1996 to the Chief Executive Officer and each of the other executive officers
(the "Executive Officers") of the Company:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
------------------- ALL OTHER
NAME AND PRINCIPAL POSITION(S) YEAR SALARY BONUS COMPENSATION(1)
------------------------------ ---- ------ ----- ---------------
<S> <C> <C> <C> <C>
Michael D. Siegal, 1998 $421,793 $108,240 $11,400
Chairman of the Board, President 1997 412,923 237,130 11,150
and Chief Executive Officer 1996 389,550 399,651 10,750
R. Louis Schneeberger, 1998 $301,775 $108,240 $11,400
Chief Financial Officer 1997 294,945 237,130 11,150
1996 278,250 399,651 10,750
David A. Wolfort, 1998 $301,775 $108,240 $11,400
Chief Operating Officer 1997 294,945 237,130 11,150
1996 278,250 399,651 10,750
</TABLE>
- ---------------
(1) "All Other Compensation" includes (i) contributions to the Company's 401(k)
plan to match pre-tax elective deferral contributions and (ii) amounts paid
under the Company's discretionary profit-sharing plan. Messrs. Siegal,
Schneeberger, and Wolfort each were credited in 1998 with $5,000 and $6,400,
under the 401(k) plan and profit-sharing plan, respectively.
EMPLOYEE BENEFIT PLANS
Incentive Bonus Plans. For 1998, each of the Executive Officers
participated in the Executive Bonus Program that provides for an annual bonus in
an amount equal to one and one-half percent (1.5%) of the Company's net income
before taxes and any incentive bonuses. Bonus payments to the Executive Officers
are shown in the Summary Compensation Table. A new program was adopted for 1999.
Stock Option Plan. The Stock Option Plan (Option Plan) was adopted by the
Board of Directors and approved by the shareholders of the Company in January
1994. Pursuant to the provisions of the Option Plan, key employees of the
Company, non-employee directors of the Company and consultants may be offered
the opportunity to acquire shares of Common Stock by the grant of stock options
including both incentive stock options (ISOs), within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended, and nonqualified stock
options. ISOs are not available to consultants. A total of 450,000 shares of
Common Stock have been reserved for options under the Option Plan and 150,500
options were granted with 142,500 options remaining outstanding as of December
31, 1998. The Option Plan will terminate in January 2004; however, termination
of the Option Plan will not affect outstanding options. The Compensation
Committee of the Board of Directors administers the Option Plan. The Committee
has broad discretion to set the terms and conditions of
6
<PAGE> 10
the options, provided that no option may be exercisable more than ten years
after the date of grant.
RELATED TRANSACTIONS
AND COMPENSATION COMMITTEE INTERLOCKS
A partnership owned by family members of Mr. Siegal owns one of the
Cleveland facilities and leases it to the Company on a triple-net basis at an
annual rent of $195,300. The lease expires in June 2000, subject to two ten-year
renewal options. A corporation owned by family members of Mr. Siegal provides
freight services to the Company. Payments to this entity were approximately $2.4
million in 1998. The Company believes these transactions are on terms no less
favorable to the Company than could be obtained from unrelated parties.
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors is responsible for
setting and administering the policies that govern the base salaries, bonuses
and other compensation matters of the executive officers of the Company. The
Committee consists entirely of non-employee directors of the Company. The
Committee meets twice annually to review the compensation program for the
executive officers of the Company. This report documents the basis of
compensation for 1998, with regard to the Company's chief executive officer and
other executive officers.
Compensation Policy. The executive compensation policy of the Company is
based on the following philosophy: (i) the need to retain and, as necessary,
attract highly qualified executives with a compensation plan that is competitive
with both public and privately held steel and steel-related companies; (ii)
emphasizing variable, performance-based compensation tied to the overall
profitability of the Company; (iii) creating a system that would not be overly
complicated or conflict with the bonus system used at the general manager level;
and (iv) devising a compensation program that appropriately aligns the interests
of executive officers with those of the Company's shareholders in increasing
shareholder value.
Base Salaries. The annual base salary of the executive officers is based
upon an evaluation of their significant contributions as individuals and as a
team, as subjectively determined by the Compensation Committee. The Committee
reviewed the cash compensation of numerous senior executives in positions in
other steel and steel-related companies to determine the range of the base
salaries. Base salaries for 1998 were reviewed and approved by the Compensation
Committee, and the amounts paid are included in the Summary Compensation Table.
Incentive Compensation. A significant portion of the executive officers'
compensation is incentive bonus-based and tied to the overall profitability of
the Company. The Compensation Committee reviewed the Company's annual budget to
determine the gross cash compensation that would result if the budget is
attained. The 1998 bonus
7
<PAGE> 11
compensation was determined by the provisions of the Incentive Bonus Plan
described under the section "Employee Benefit Plans." For 1999, a new annual
incentive plan (The Senior Management Compensation Program) will focus on return
on assets (ROA) and growth in tonnage. ROA will be calculated by dividing
consolidated net income by average monthly total assets. Net income can be
adjusted by the Committee for certain start-up costs or extraordinary items.
Under the new program, each of the Executive Officers can be granted stock
options based on the Company's performance. The determination of the stock
option grants is made by the Compensation Committee. The Committee believes that
this program further aligns the interests of management and shareholders and
will provide long-term incentive for maximizing shareholder value.
Chief Executive Officer Compensation. The Chief Executive Officer
participates in the same compensation plan provided to the other executive
officers of the Company. The base salary for the Chief Executive Officer,
Michael D. Siegal, was based upon the Compensation Committee's subjective
evaluation of his performance, considering his years of experience,
contributions and accomplishments, including the continued growth of the Company
and his commitment to increasing shareholder value. The Compensation Committee
also considered the base compensation packages of other chief executive officers
for comparable companies. Consistent with the philosophy of the Incentive Bonus
Compensation Plan, the overall profitability of the Company is a primary
variable in determining the total compensation paid to the Chief Executive
Officer. Mr. Siegal owns a significant number of shares of the Company, which
provides additional long-term incentive for maximizing shareholder value.
Thomas M. Forman, Chairman
Martin H. Elrad
Betsy S. Atkins
8
<PAGE> 12
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
Set forth below is a line graph comparing the cumulative total shareholder
return on the Company's Common Shares against the cumulative total return of the
Nasdaq U.S. composite index and an index to a peer group from the date of the
Company's initial public offering in March 1994 through December 1998.
The stock price performance graph below shall not be deemed incorporated by
reference by 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.
COMPARISON OF CUMULATIVE TOTAL RETURNS
Olympic Steel, Inc., Peer Group Index and Nasdaq U.S. Index
From March 10, 1994 through December 31, 1998
<TABLE>
<CAPTION>
OLYMPIC STEEL, INC. PEER GROUP INDEX(1) NASDAQ U.S. INDEX
------------------- ------------------- -----------------
<S> <C> <C> <C>
'3/10/94' $ 100 $ 100 $ 100
'12/31/94' 67.74 84.95 96.18
'12/31/95' 56.45 108.22 136.00
'12/31/96' 163.71 119.57 167.29
'12/31/97' 100.40 115.64 205.28
'12/31/98' $ 32.26 $ 91.20 $ 287.79
</TABLE>
- ---------------
(1) The companies selected to form the peer group index are A.M. Castle & Co.,
Gibraltar Steel Corporation, Huntco Inc., Shiloh Industries, Inc., Steel
Technologies Inc., and Worthington Industries, Inc.
9
<PAGE> 13
PROPOSAL TWO
INDEPENDENT AUDITORS
The Board of Directors, upon the recommendation of the Audit Committee, has
selected Arthur Andersen LLP as auditors for 1999. The Board of Directors
requests the ratification of the appointment of Arthur Andersen LLP by the
shareholders at the annual meeting. The Board of Directors recommends that each
shareholder vote "FOR" ratification of Arthur Andersen LLP as auditors for 1999.
Arthur Andersen LLP has audited the Company's financial statements for each
year since 1987. Representatives of Arthur Andersen LLP are expected to be
present at the meeting with the opportunity to make a statement if they desire
to do so, and are expected to be available to respond to appropriate questions.
OTHER MATTERS
The Board of Directors of the Company is not aware that any matter other
than those listed in the Notice of Meeting is to be presented for action at the
meeting. If any of the Board's nominees is unavailable for election as a
Director or any other matter should properly come before the meeting, it is
intended that votes will be cast pursuant to the Proxy in respect thereto in
accordance with the best judgment of the person or persons acting as proxies.
PROXY SOLICITATION
The Company will bear the expense of preparing, printing and mailing this
Proxy Statement. In addition to solicitation by mail, officers and regular
employees of the Company may solicit by telephone the return of Proxies. The
Company will request brokers, banks and other custodians, nominees and
fiduciaries to send Proxy material to beneficial owners and will, upon request,
reimburse them for their expenses.
SHAREHOLDERS' PROPOSALS
The deadline for shareholders to submit proposals to be considered for
inclusion in the Proxy Statement for the 2000 Annual Meeting of Shareholders is
expected to be November 24, 1999.
ANNUAL REPORT
The Company's Annual Report for the year ended December 31, 1998, including
financial statements of the Company and the report thereon of Arthur Andersen
LLP, is being mailed to shareholders with this Notice of the Annual Meeting and
Proxy Statement.
R. LOUIS SCHNEEBERGER
Chief Financial Officer
By Order of the Board of Directors
March 24, 1999
10
<PAGE> 14
PROXY
OLYMPIC STEEL, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
At the Annual Meeting of Shareholders of the Company to be held on April
23, 1999, and at any adjournment, Michael D. Siegal and R. Louis Schneeberger,
or either one of them, is hereby authorized to represent me and to vote my
shares on the following:
(Continued, and to be marked, signed and dated on the reverse side)
- FOLD AND DETACH HERE -
<PAGE> 15
Please mark
your votes as
indicated in [X]
this example
FOR
1. Election of Directors all nominees
Term expiring in 2001 listed WITHHOLD
Michael D. Siegal, David A. Wolfort, (except as AUTHORITY
Thomas M. Forman, Betsy S. Atkins otherwise for ALL
marked nominees
[ ] [ ]
(INSTRUCTIONS: To withhold authority to vote for
a nominee, mark through the nominee's name.
2. Ratification of the appointment of FOR AGAINST ABSTAIN
Arthur Andersen LLP as auditors. [ ] [ ] [ ]
3. In accordance with their best judgment, upon any other matters which
may properly come before the meeting.
Shares represented by properly executed proxies will be voted as specified.
Unless otherwise specified, this Proxy will be voted FOR the election of
Directors as set forth in Item 1 and FOR the proposal identified in Item 2
above.
Signed this ________ day of ______________, 1999.
- -------------------------------------------------
- -------------------------------------------------
Please give title when signing as executor, administrator, trustee, attorney or
other representative. If shares are registered in the names of joint tenants or
trustees, each joint tenant or trustee should sign.
PLEASE DATE AND SIGN EXACTLY AS THE NAMES APPEAR ON THE FACE OF THE PROXY AND
RETURN BY MAILING PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE.
THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS. PLEASE COMPLETE, SIGN
AND RETURN PROMPTLY.
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"PLEASE MARK INSIDE BOXES SO THAT DATA
PROCESSING EQUIPMENT WILL RECORD YOUR VOTES"
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- FOLD AND DETACH HERE -
