<PAGE>
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
[X] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
OWOSSO 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] 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>
[OWOSSO LOGO]
The Triad Building
2200 Renaissance Boulevard, Suite 150
King of Prussia, Pennsylvania 19406
------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
March 22, 2000
------------------
To the Shareholders of Owosso Corporation:
The Annual Meeting of Shareholders of Owosso Corporation, a Pennsylvania
corporation (the "Company") will be held at 9:00 a.m., local time, on March 22,
2000, at the Company's headquarters at The Triad Building, 2200 Renaissance
Boulevard, Suite 150, King of Prussia, Pennsylvania 19406, for the following
purposes:
1. To elect seven directors of the Company for a one-year term;
2. To ratify the appointment of Deloitte & Touche LLP as independent
auditors for the Company for the fiscal year ending October 29, 2000; and
3. To transact such other business as may properly come before the meeting
or any adjournments thereof.
Only holders of the Company's Common Stock or Class A Convertible
Preferred Stock at the close of business on February 14, 2000, are entitled to
notice of, and to vote at, the Annual Meeting and any adjournments or
postponements thereof. Such shareholders may vote in person or by proxy. The
stock transfer books of the Company will not be closed. The accompanying form
of proxy is solicited by the Board of Directors of the Company.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. YOU ARE
CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU EXPECT TO
ATTEND IN PERSON, YOU ARE URGED TO COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY
CARD IN THE SELF-ADDRESSED ENVELOPE, ENCLOSED FOR YOUR CONVENIENCE, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU DECIDE TO ATTEND THE
MEETING AND WISH TO VOTE IN PERSON, YOU MAY REVOKE YOUR PROXY BY WRITTEN NOTICE
AT THAT TIME.
By Order of the Board of Directors
/s/ George B. Lemmon, Jr.
-------------------------------------------
George B. Lemmon, Jr.
President & Chief Executive Officer
February 23, 2000
<PAGE>
[OWOSSO LOGO]
The Triad Building
2200 Renaissance Boulevard, Suite 150
King of Prussia, Pennsylvania 19406
------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
March 22, 2000
------------------
This Proxy Statement, which is first being mailed to shareholders on or
about February 23, 2000, is furnished in connection with the solicitation by
the Board of Directors of Owosso Corporation (the "Company") of proxies to be
used at the Annual Meeting of Shareholders of the Company (the "Annual
Meeting"), to be held at 9:00 a.m. on March 22, 2000, at the Company's
headquarters at The Triad Building, 2200 Renaissance Boulevard, Suite 150, King
of Prussia, Pennsylvania 19406, and at any adjournments or postponements
thereof. If proxies in the accompanying form are properly executed and returned
prior to voting at the meeting, the shares represented thereby will be voted as
instructed on the proxy. If no instructions are given on a properly executed
and returned proxy, the shares represented thereby will be voted for in favor
of the election of the nominees for directors named below, in favor of the
ratification of the appointment of Deloitte & Touche LLP as independent
auditors, and in support of management on such other business as may properly
come before the Annual Meeting or any adjournments thereof. Shareholders whose
shares are held of record by a broker or other nominee are nevertheless
encouraged to fill in the boxes of their choice on the proxy, as brokers and
other nominees may not be permitted to vote shares with respect to certain
matters for which they have not received specific instructions from the
beneficial owners of the shares. Any proxy may be revoked by a shareholder
prior to its exercise upon written notice to the Secretary of the Company, by
delivering a duly executed proxy bearing a later date, or by the vote of a
shareholder cast in person at the Annual Meeting.
VOTING
Holders of record of the Company's Common Stock or Class A Convertible
Preferred Stock on February 14, 2000, will be entitled to vote at the Annual
Meeting or any adjournments or postponements thereof. As of that date, there
were 5,830,156 shares of Common Stock and 1,071,428 shares of Class A
Convertible Preferred Stock outstanding and entitled to vote. The presence, in
person or by proxy, of holders of Common Stock and Class A Convertible
Preferred Stock entitled to cast at least a majority of the votes which all
holders of Common Stock and Class A Convertible Preferred Stock are entitled to
cast on any particular matter will constitute a quorum for purposes of the
transaction of business. Votes withheld and abstentions will be counted, but
broker non-votes will not be counted, in determining the presence of a quorum.
Each share of Common Stock and each share of Class A Convertible Preferred
Stock entitles the holder thereof to one vote on the election of six nominees
for director and on any other matter that may properly come before the Annual
Meeting. Additionally, holders of Class A Convertible Preferred Stock have the
right, voting as a separate voting group, to elect one director. Shareholders
are not entitled to cumulative voting in the election of directors. In the
election of directors, the number of nominees to be elected in each class who
receive the greatest number of votes cast at the Annual Meeting by the holders
of the Common Stock or Class A Convertible Preferred Stock will be elected as
directors. All other actions to be taken by the shareholders at the Annual
Meeting shall be taken by the affirmative vote of a majority of the votes cast
by all shareholders entitled to vote thereon. Pennsylvania law provides that
abstentions, votes withheld and broker non-votes are not votes cast. Therefore,
with respect to the election of directors, abstentions, votes withheld and
broker non-votes do not count either for or against such election.
1
<PAGE>
The cost of solicitation of proxies by the Board of Directors will be
borne by the Company. Proxies may be solicited by mail, personal interview,
telephone or telegraph and, in addition, directors, officers and regular
employees of the Company may solicit proxies by such methods without additional
remuneration. Banks, brokerage houses and other institutions, nominees or
fiduciaries will be requested to forward the proxy materials to beneficial
owners in order to solicit authorizations for the execution of proxies. The
Company will, upon request, reimburse such banks, brokerage houses and other
institutions, nominees and fiduciaries for their expenses in forwarding such
proxy materials to the beneficial owners of the Company's stock.
ELECTION OF DIRECTORS
(Proposal 1)
Directors are elected annually and serve a one year term. The Company's
Board of Directors consists of seven members, and all seven seats for director
are up for election. Unless otherwise specified in the accompanying proxy, the
shares of Common Stock and Class A Convertible Preferred Stock voted pursuant
thereto will be cast for George B. Lemmon, Jr., John R. Reese, Eugene P. Lynch,
Ellen D. Harvey, Harry E. Hill and James A. Ounsworth, and the shares of Class
A Convertible Preferred Stock voted pursuant thereto will be cast for Lowell P.
Huntsinger, each for a term expiring at the Annual Meeting of Shareholders to
be held in 2001. Each nominee is currently serving as a director. If, for any
reason, at the time of election, any of the nominees named should decline or be
unable to accept his or her nomination or election, it is intended that such
proxy will be voted for the election, in the nominee's place, of a substituted
nominee, who would be recommended by the Board of Directors (except in the case
of a substituted nominee for Lowell P. Huntsinger, who would be recommended by
the holders of 25% of the Class A Convertible Preferred Stock). The Board of
Directors, however, has no reason to believe that any of the nominees will be
unable to serve as a director.
The following biographical information is furnished as to the current
directors of the Company, each of whom is a nominee for election. There are no
family relationships among any of the directors.
Nominees for Election by Holders of Common Stock or Class A Convertible
Preferred Stock
George B. Lemmon, Jr., 38, became President of the Company in May 1996,
and has served as Chief Executive Officer of the Company since August 1995 and
as a director of the Company since March 1994. Mr. Lemmon was also the
Company's Secretary and Treasurer from March 1994 until June 1996. From January
1995 to August 1995, Mr. Lemmon served as Executive Vice President -- Corporate
Development.
John R. Reese, 56, was elected Chairman of the Board of Directors in March
1997. He has served as a director of the Company since March 1994, and served
as a director of Brynavon Group from 1982 until October 1994. Mr. Reese served
as the Vice Chairman of the Board of the Company from June 1996 to March 1997
and then became Chairman. Mr. Reese is also a Limited Managing Director at
Lazard Freres & Co., LLC, a position he has held since 1998, where he is in the
Private Clients Division, which provides investment advice to high net worth
individuals. From 1986 to 1995, Mr. Reese was a partner at Lazard, Freres & Co.
Eugene P. Lynch, 38, has served as a director of the Company since October
1994. Since 1990, Mr. Lynch has been a partner of The Clipper Group, and he has
been a Managing Director of the firm since October 1993. The Clipper Group is a
New York-based private investment management firm that was formed in 1990 by
certain former employees of Credit Suisse First Boston. Mr. Lynch serves as a
director of AVTEAM, Inc., David's Bridal, Inc., Travel Centers of America,
Corp. and several private companies.
Ellen D. Harvey, 46, has served as a director of the Company since October
1994. From September 1996 to January 2000, she was a principal of Morgan
Stanley Dean Witter Investment Management (formerly known as Morgan Stanley &
Co.) and is currently retired. From 1984 to January 1996, Ms. Harvey served as
a portfolio manager for Miller, Anderson & Sherrerd, a money management firm in
West Conshohocken, Pennsylvania, and was a partner of that firm from 1989 to
September 1996, at which time it was acquired by Morgan Stanley.
2
<PAGE>
Harry E. Hill, 51, has served as a director of the Company since January
1995. Since 1991, Mr. Hill has served as President and Chief Executive Officer
of Empire Abrasive Equipment Company, which manufactures portable, cabinet and
automated pneumatic blasting equipment. Since 1984, Mr. Hill has been Managing
Partner of H.E. Hill and Company, which offers consulting services to
manufacturing and other companies. Since 1987, he has also been the President
and Chief Executive Officer of Delaware Car Company, which is engaged in the
railroad repair and equipment manufacturing business.
James A. Ounsworth, 57, has served as a director of the Company since
October 1994. Since November 1995, he has been Senior Vice President of
Safeguard Scientifics, Inc. and Vice President, Secretary and General Counsel
of Safeguard Scientifics, Inc. since December 1991. Mr. Ounsworth is a director
of Tangram Enterprise Solutions, Inc. Prior to December 1991, Mr. Ounsworth was
a partner in the Business Department of Pepper Hamilton LLP, a law firm based
in Philadelphia, Pennsylvania.
Nominee for Election by Holders of Class A Convertible Preferred Stock,
Voting as a Separate Voting Group
Lowell P. Huntsinger, 67, has served as a director of the Company since
November 1995. Mr. Huntsinger was the president of Stature Electric, Inc. until
it was acquired by the Company in October 1995. Mr. Huntsinger was elected to
the Board of Directors by the owners of the Company's Class A Convertible
Preferred Stock, which stock was issued in connection with the Stature Electric
acquisition. He is currently retired. In 1974, Mr. Huntsinger co-founded
Stature Electric with its two other stockholders, one of whom remains with
Stature Electric.
The Board of Directors Recommends a Vote FOR Proposal 1 to Elect All
Nominees.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Board of Directors consists of Ms.
Harvey, Mr. Ounsworth and Mr. Hill, who were not at any time officers or
employees of the Company or any of its subsidiaries. No executive officer of
the Company serves as a member of the board of directors or compensation
committee of another entity that has one or more executive officers that will
serve as a member of the Board of Directors or the Company's Compensation
Committee.
Committees and Meetings of the Board of Directors
During the Company's 1999 fiscal year, which ended on October 31, 1999,
the Board of Directors held four meetings. Each director attended at least 75%
of the aggregate of the total number of meetings of the Board of Directors and
committees of the Board of Directors on which he or she served.
During fiscal year 1999, the Audit Committee, which consisted of Mr. Hill,
Mr. Lynch and Mr. Ounsworth, met four times. The function of the Audit
Committee is to make recommendations to the Board of Directors regarding the
annual selection of independent public accountants to audit annually the
Company's books and records and to review recommendations made by such
accounting firm as a result of their audit. The Audit Committee also
periodically reviews the activities of the Company's audit staff and the
adequacy of the Company's internal controls.
During fiscal 1999, the Compensation Committee, which consisted of Ms.
Harvey, Mr. Ounsworth and Mr. Hill, met four times. The Compensation Committee
is responsible for establishing the salaries of the executive officers of the
Company, incentives and other forms of compensation and benefit plans, and also
administers the Company's 1994 Stock Option Plan and 1998 Long-Term Incentive
Plan.
The Company does not have a standing Nominating Committee.
Compensation of Directors
The Company pays non-employee directors an annual fee of $8,000 payable in
Common Stock, plus $1,500 for each Board meeting and $400 for each Committee
meeting attended by such director in person. The Company will also reimburse
the directors for expenses incurred in connection with their activities as
directors.
3
<PAGE>
The Company's 1994 Stock Option Plan provides for the automatic grant of
an option to purchase 10,000 shares of Common Stock to each person (other than
an employee of the Company) upon his initial election as a director of the
Company by the shareholders at a per share purchase price equal to the closing
sale price of the Common Stock on the date of grant. Each such option vests, on
a cumulative basis, as to one-fifth of the number of shares of Common Stock
underlying the option on each anniversary of the grant date commencing on the
first anniversary. The options expire, as to each vested portion of the option,
on the fifth anniversary of the vest date.
EXECUTIVE COMPENSATION
Cash and Non-Cash Compensation Paid To Certain Executive Officers
The following table sets forth, with respect to services rendered during
fiscal 1999, 1998 and 1997, the total compensation paid by the Company to the
Company's Chief Executive Officer and next four highest paid executive officers
whose total annual salary and bonus exceeded $100,000 during fiscal 1999 (the
"named executive officers"). The Company has no written employment agreements
with any of the named executive officers.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation
--------------------------------------------
Other
Annual
Compen-
Salary Bonus sation
Name and Principal Position Year ($) ($) ($)
- ------------------------------- ------ ------------ ----------- -----------------
<S> <C> <C> <C> <C>
George B. Lemmon, Jr. 1999 $ 196,000 $ 36,000 --
President and Chief 1998 $ 198,327 $ 50,000 --
Executive Officer 1997 $ 165,000 $ 55,463 --
Harry Holiday III 1999 $ 196,000 $ 21,600 --
Executive Vice President 1998 $ 204,385 $ 30,000 --
and Chief Operating Officer 1997 $ 192,308 $ 63,450 --
John M. Morrash 1999(1) $ 90,866 $ 28,800 --
Executive Vice President -- 1998 -- -- --
Finance, Chief Financial 1997 -- -- --
Officer, Secretary and Treasurer
Brian Tidwell 1999 $ 133,077 $ 12,000 $ 20,000 (3)
Vice President of Operations 1998 $ 110,029 $ 28,650 --
1997 $ 101,481 $ 21,245 --
Steve R. Shubert 1999(2) $ 110,000 $ 18,000 --
Chief Information Officer 1998 -- -- --
1997 -- -- --
<CAPTION>
Long-Term Compensation
--------------------------
Restricted Securities
Stock Underlying All Other
Awards Options Compensation
Name and Principal Position ($) (#) ($)
- ------------------------------- ------------ ------------ ---------------
<S> <C> <C> <C>
George B. Lemmon, Jr. $ 4,000 25,000 $ 9,680(4)
President and Chief -- 50,000 $ 5,766
Executive Officer $ 6,100 15,000 $ 5,466
Harry Holiday III $ 2,400 25,000 $ 8,801(5)
Executive Vice President -- 50,000 $ 4,902
and Chief Operating Officer $ 7,050 -- $ 4,602
John M. Morrash $ 5,700 50,000 $ 38(6)
Executive Vice President -- -- -- $ --
Finance, Chief Financial -- -- $ --
Officer, Secretary and
Treasurer
Brian Tidwell $ 1,200 15,000 $ 4,052(7)
Vice President of Operations -- 50,000 $ 3,367
$ 2,361 2,000 $ 3,110
Steve R. Shubert -- 7,500 $ 55(8)
Chief Information Officer -- -- $ --
-- -- $ --
</TABLE>
<PAGE>
- ------------
(1) Mr. Morrash was elected as an executive officer of the Company in June 1999.
(2) Mr. Shubert was elected as an executive officer of the Company in December
1998.
(3) Represents one-time relocation bonus.
(4) Represents premiums of $960 paid by the Company for group term life
insurance and a matching contribution by the Company of $8,720 to our 401(k)
savings plan.
(5) Represents premiums of $81 paid by the Company for group term life insurance
and a matching contribution by the Company of $8,720 to our 401(k) savings
plan.
(6) Represents premiums of $38 paid by the Company for group term life
insurance.
(7) Represents premiums of $60 paid by the Company for group term life insurance
and a matching contribution by the Company of $3,992 to our 401(k) savings
plan.
(8) Represents premiums of $55 paid by the Company for group term life
insurance.
4
<PAGE>
Stock Options Granted to Certain Executive Officers During Last Fiscal Year
Under the 1994 Stock Option Plan and the 1998 Long-Term Incentive Plan,
options to purchase Common Stock are available for grant to directors, officers
and other key employees of the Company. The following table sets forth certain
information regarding options for the purchase of Common Stock that were
awarded to the named executive officers during fiscal 1998.
OPTION GRANTS IN FISCAL YEAR ENDED OCTOBER 31, 1999
<TABLE>
<CAPTION>
Potential Realizable
Gain at Assumed Annual
Percent of Rates of Stock
Number of Total Options Appreciation for
Securities Granted to Option Terms
Underlying Employees in Exercise or Compounded Annually
Options Last Base Price Expiration -------------------------
Name Granted (#) Fiscal Year ($/Sh) Date(1) 5% 10%
- -------------------------------- ------------- --------------- ------------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
George B. Lemmon, Jr.. ......... 25,000 2.4% $4.156 12/22/08 $ 49,974 $120,847
Harry Holiday III .............. 25,000 2.4% $4.156 12/22/08 $ 49,974 $120,847
John M. Morrash ................ 50,000 4.9% $5.750 6/21/09 $138,279 $334,394
Brian Tidwell .................. 15,000 1.5% $4.156 12/22/08 $ 29,984 $ 72,499
Steven R. Shubert .............. 7,500 .7% $4.750 12/10/08 $ 17,135 $ 41,435
</TABLE>
- ------------
(1) The stock options issued to Messrs. Lemmon, Jr., Holiday, Morrash, Tidwell
and Shubert were granted under the Company's 1998 Long Term Incentive Plan
and additional options were issued to Messrs. Lemmon, Jr. and Holiday
under the Company's 1994 Stock Option Plan. The options in both plans vest
equally over five years beginning with the first anniversary of the grant
date, and the options expire, with respect to each vested portion of the
options, five years after the vesting date of such portion, or if sooner,
the tenth anniversary of the grant date.
Option Exercises and Fiscal Year-End Option Values
No options granted by the Company were exercised by the named executive
officers during fiscal 1999. The following table sets forth certain information
regarding options for the purchase of Common Stock that were held by the named
executive officers.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Shares Number of Securities Value of Unexercised
Acquired on Value Unexercised Options at In-the-Money
Name Exercise (#) Realized ($) FY-End (#) Options at FY-End ($)
- --------------------------- -------------- -------------- ------------------------------- ------------------------------
Exercisable Unexercisable Exercisable Unexercisable
------------- --------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
George B. Lemmon, Jr. . -- -- 78,000 82,000 -- --
Harry Holiday III ......... -- -- 40,000 85,000 -- --
John M. Morrash ........... -- -- -- 50,000 -- --
Brian Tidwell ............. -- -- 13,800 58,200 -- --
Steven R. Shubert ......... -- -- -- 7,500 -- --
</TABLE>
5
<PAGE>
Board Compensation Committee Report on Executive Compensation
The Compensation Committee of the Company, consisting of three
non-employee directors, establishes the compensation of the Chief Executive
Officer of the Company, incentives and other forms of compensation and benefit
plans, reviews the compensation of senior management and administers the
Company's 1994 Stock Option Plan and 1998 Long-Term Incentive Plan.
The Compensation Committee's policy regarding executive compensation
reflects a commitment to offer competitive compensation opportunities for its
executive officers, so as to attract and retain quality executives, to provide
incentives to such executives so as to achieve performance objectives that
enhance shareholder value, and to reward excellent performance. Accordingly,
the Compensation Committee has instituted a compensation program that provides
the Company's executives with (i) a competitive base salary, (ii) a bonus
arrangement that encourages individual achievement, and (iii) stock options and
other stock-based compensation granted at market value in order to provide
long-term incentives, thereby encouraging long-term strategic management and
enhancement of shareholder value.
The Compensation Committee believes that the following current base
salaries for the Company's executive officers for calendar year 2000 are
appropriate in light of the executive officers' contribution to the Company's
operations and performance and the value of their jobs in the marketplace:
George B. Lemmon, Jr., $202,000, Harry Holiday III, $202,000, John M. Morrash,
$175,000, Brian Tidwell, $150,000 and Steve Shubert, $113,000. In considering
each officer's contribution to the Company's success, the Compensation
Committee considers, among other things, such officer's role in enhancing the
Company's growth, both internally and through its acquisition program,
controlling costs, making efficient use of the Company's assets and employees,
and monitoring the Company's operations. In addition, to retain its highly
skilled work force, the Company strives to remain competitive with the pay of
other highly respected employers who compete with the Company for talent.
The Compensation Committee believes that executive officers' compensation
should correlate with the Company's annual performance. Consequently, the
officers have the ability to receive a relatively large proportion of their
compensation pursuant to bonus arrangements, which the Compensation Committee
intends to continue. In fiscal 1999, the bonus arrangement for the Company's
executive officers was tied to matrices incorporating Company performance
compared to budget in the following categories: sales, operating profit margin,
and achievement of specific individual goals. With respect to the Chief
Executive Officer, only one-third of his target bonus was earned in fiscal 1999
because the Company did not achieve its performance objectives. In addition,
the Compensation Committee determined that 10% of the bonus payable to certain
subsidiary management may be paid in the form of restricted Common Stock,
subject to a one-year vesting requirement.
The Compensation Committee may from time to time grant options to the
Company's executive officers to further align their long-term interests with
those of other shareholders. The Compensation Committee believes that such
options encourage the executives to employ strategies designed to enhance the
long-term value of the Company's Common Stock. During fiscal 1999, options were
granted under the 1998 Long Term Incentive Plan to George B. Lemmon, Jr.
(options on 15,000 shares of Common Stock) Harry Holiday III (options on 15,000
shares of Common Stock), John M. Morrash (options on 50,000 Shares of Common
Stock), Brian Tidwell (options on 15,000 shares of Common Stock) and Steven R.
Shubert (options on 7,500 shares of Common Stock). In addition, during Fiscal
1999, options were granted under the 1994 Stock Option Plan to George B.
Lemmon, Jr. (options on 10,000 shares of Common Stock) and Harry Holiday III
(options on 10,000 shares of Common Stock). The Compensation Committee based
the grants on a variety of factors, including expected future contribution to
the Company's performance. The Compensation Committee may also grant stock
options in the future based on this and other factors.
Ellen D. Harvey
James A. Ounsworth
Harry E. Hill
6
<PAGE>
Stock Performance Chart
The following Stock Performance Chart compares the Company's cumulative
total shareholder return on its Common Stock for the period from October 25,
1994 (the date the Common Stock commenced trading on the Nasdaq National
Market) to October 31, 1999 (the date the Company's 1999 fiscal year ended),
with the cumulative total return of the Standard & Poor's 500 Stock Index and
the Standard & Poor's Manufacturing (Diversified Industrials) Index. The
comparison assumes $100 was invested on October 25, 1994 in the Company's
Common Stock and in each of the foregoing indices and assumes reinvestment of
dividends.
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
Company/Index 24 Oct 94 29 Oct 95 27 Oct 96 26 Oct 97 25 Oct 98 31 Oct 99
- ------------------------------------ --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Owosso Corporation ................. $ 100.00 $ 94.43 $ 51.64 $ 71.16 $ 47.47 $ 46.04
Standard & Poor's Manufacturing
(Diversified Industrials) - 500 .... $ 100.00 $125.91 $ 172.70 $ 230.66 $ 229.92 $ 305.29
Standard & Poor's 500 .............. $ 100.00 $125.59 $ 154.51 $ 211.24 $ 243.68 $ 314.02
</TABLE>
7
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of February 1, 2000, with
respect to the beneficial ownership of shares of Common Stock and Class A
Convertible Preferred Stock of the Company by each person who is known to the
Company to be the beneficial owner of more than five percent of either class of
stock, by each director or nominee for director, by each of the named executive
officers, and by all directors and executive officers as a group. Unless
otherwise indicated, each person listed has sole voting power and sole
investment power over the shares indicated.
<TABLE>
<CAPTION>
Class A Convertible
Common Stock Preferred Stock (2)
------------------------------------ ----------------------------
Amount and Amount and
Nature of Percent of Nature of Percent of
Name and Address of Beneficial Class Beneficial Class Percent of
Beneficial Owner (1) Ownership Outstanding Ownership Outstanding Voting Power
- ------------------------------------ -------------------- ------------- ------------ ------------- -------------
<S> <C> <C> <C> <C> <C>
Executive Officers and Directors:
George B. Lemmon, Jr. .............. 401,411(3) 6.8% -- -- 5.7%
Harry Holiday III .................. 91,769(4) * -- -- *
John M. Morrash .................... 67,996 * -- -- *
Brian Tidwell ...................... 26,350(5) * -- -- *
Steven R. Shubert .................. 2,700(6) * -- -- *
Ellen D. Harvey .................... 22,787(7) * -- -- *
Harry E. Hill ...................... 22,787(8) * -- -- *
Lowell P. Huntsinger ............... 13,287(9) * 518,433 48.4% 7.7%
Eugene P. Lynch .................... 21,287(7) * -- -- *
James A. Ounsworth ................. 7,287(10) * -- -- *
John R. Reese ...................... 2,040,747(11) 34.9% -- -- 29.5%
All directors and executive officers
as a group (11 persons) ........... 2,735,370(12) 45.2% 518,433 48.4% 38.4%
Other Shareholders:
Morris R. Felt ..................... -- * 259,216 24.2% 3.8%
Randall V. James ................... 12,090(13) * 293,779 27.4% 4.4%
George B. Lemmon, Sr. .............. 515,927 8.8% -- -- 7.5%
John F. Northway, Sr. .............. 687,949(14) 11.8% -- -- 10.0%
Dimensional Fund Advisors, Inc.
1299 Ocean Avenue
Santa Monica, CA 90401 ........... 401,900(15) 6.9% -- -- 5.8%
</TABLE>
- ------------
* Less than 1%
(1) Unless otherwise indicated, the address of each person named in the table
is: c/o Owosso Corporation, The Triad Building, 2200 Renaissance Boulevard,
Suite 150, King of Prussia, Pennsylvania 19406.
(2) Shares of Class A Convertible Preferred Stock are entitled to one vote per
share and vote with the Common Stock on all matters on which holders of
Common Stock are entitled to vote. Each share of Class A Convertible
Preferred Stock is convertible into one share of Common Stock.
(3) Includes 88,000 shares of Common Stock purchasable upon the exercise of
stock options. 217,538 shares are held by Mr. Lemmon, Jr. jointly with his
wife.
(4) Includes 40,000 shares of Common Stock purchasable upon the exercise of
stock options of these shares. 6,000 shares are held by Mr. Holiday's wife.
(5) Includes 24,800 shares of Common Stock purchasable upon the exercise of
stock options. 370 shares are held by Mr. Tidwell jointly with his wife,
and 500 shares are held solely by Mr. Tidwell's wife.
(6) Includes 1,500 shares of Common Stock purchasable upon the exercise of
stock options.
8
<PAGE>
(7) Includes 14,000 shares of Common Stock purchasable upon the exercise of
stock options. 5,000 shares are deemed to be beneficially owned by Mr.
Lynch as a trustee of a trust under which the children of Mr. Lemmon Jr.
are beneficiaries.
(8) Includes 12,000 shares of Common Stock purchasable upon the exercise of
stock options. 1,000 shares are held by Mr. Hill as custodian for his
children.
(9) Includes 12,000 shares of Common Stock purchasable upon the exercise of
stock options.
(10) Includes 6,000 shares of Common Stock purchasable upon the exercise of
stock options.
(11) Includes 22,000 shares of Common Stock purchasable upon the exercise of
stock options. 12,000 shares are deemed to be beneficially owned by Mr.
Reese as trustee under a trust under which his family members are
beneficiaries. Also includes 1,500,000 shares held by a limited partnership
of which George Lemmon, Sr. and family members are limited partners and of
which the general partners are trusts of which Mr. Reese is the trustee and
family members of Mr. Lemmon are beneficiaries.
(12) Includes 220,300 shares of Common Stock purchasable upon the exercise of
stock options.
(13) Includes 7,000 shares of Common Stock purchasable upon the exercise of
stock options.
(14) All of these shares are owned by a family limited partnership.
(15) Information with respect to beneficial ownership is based upon information
furnished by the shareholder pursuant to filings with the Securities and
Exchange Commission.
9
<PAGE>
RELATED PARTY TRANSACTIONS
For his services as Chairman of the Board of Directors of the Company,
John R. Reese was paid a $60,000 annual consulting fee and had use of a car
leased by the Company in fiscal 1999.
In October 1995, in connection with the Company's acquisition of Stature
Electric, Inc. from the shareholders of Stature, which included Lowell P.
Huntsinger, Mr. Huntsinger agreed not to compete with the Company in the
business of the manufacture and sale of electric motors and parts through
October 2000. In addition, a promissory note was issued payable to Mr.
Huntsinger. On October 31, 1999, the outstanding balance under the note was
$1,815,000, and interest paid was $145,161 in fiscal 1999. The note is payable
on demand upon 30 days' notice but will not be prepaid without the approval of
a majority of the Company's disinterested directors. Mr. Huntsinger was elected
as a director of the Company in connection with the acquisition.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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 (collectively,
"Reporting Persons"), to file with the Securities and Exchange Commission
("SEC") initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Reporting Persons are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations of Reporting
Persons that no other reports were required to be filed, during the fiscal year
ended October 31, 1999, all Section 16(a) filing requirements applicable to the
Reporting Persons were complied with.
RATIFICATION OF
APPOINTMENT OF AUDITORS
(Proposal 2)
The Board of Directors has selected Deloitte & Touche LLP, independent
public accountants, to audit the consolidated financial statements of the
Company for the fiscal year ending October 29, 2000, and recommends that the
shareholders ratify such selection. This appointment will be submitted to the
shareholders for ratification at the Annual Meeting.
The submission of the appointment of Deloitte & Touche LLP is not required
by law or by the By-laws of the Company. The Board of Directors is nevertheless
submitting it to the shareholders to ascertain their views. If the shareholders
do not ratify the appointment, the selection of other independent public
accountants will be considered by the Board of Directors. If Deloitte & Touche
LLP shall decline to accept or become incapable of accepting its appointment,
or if its appointment is otherwise discontinued, the Board of Directors will
appoint other independent public accountants.
A representative of Deloitte & Touche LLP is expected to be present at the
Annual Meeting, will have the opportunity to make a statement, and will be
available to respond to appropriate questions.
The Board of Directors Recommends a Vote FOR Proposal 2 to Ratify the
Appointment of Deloitte & Touche LLP as Independent Auditors for the Fiscal
Year Ending October 29, 2000.
10
<PAGE>
OTHER BUSINESS
The Board of Directors knows of no other matters that will be presented at
the Annual Meeting other than as set forth in this Proxy Statement. However, if
any other matter properly comes before the meeting, or any adjournment or
postponement thereof, it is intended that proxies in the accompanying form will
be voted, to the extent permitted by applicable law, in accordance with the
judgment of the persons named therein.
ANNUAL REPORT
A copy of the Company's Annual Report to Shareholders for the fiscal year
ended October 31, 1999, accompanies this Proxy Statement.
SHAREHOLDER PROPOSALS
To be eligible for inclusion in the Company's proxy materials for the 2001
Annual Meeting of Shareholders, a proposal intended to be presented by a
shareholder for action at that meeting must, in addition to meeting the
shareholder eligibility and other requirements of the Securities and Exchange
Commission's rules governing such proposals, be received not later than October
26, 2000, by the Chief Financial Officer of the Company at the Company's
principal executive offices, The Triad Building, 2200 Renaissance Boulevard,
Suite 150, King of Prussia, Pennsylvania 19406. In addition, the execution of a
proxy solicited by the Company in connection with the 2001 Annual Meeting of
Shareholders shall confer on the designated proxyholder discretionary voting
authority to vote on any shareholder proposal which is not included in the
Company's proxy materials for such meeting and for which the Company has not
received notice before January 9, 2001.
----------------
THE COMPANY WILL PROVIDE TO EACH PERSON SOLICITED, WITHOUT CHARGE EXCEPT
FOR EXHIBITS, UPON REQUEST IN WRITING, A COPY OF ITS ANNUAL REPORT ON FORM
10-K, INCLUDING THE FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES, AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE FISCAL YEAR ENDED
OCTOBER 31, 1999. REQUESTS SHOULD BE DIRECTED TO CHIEF FINANCIAL OFFICER,
OWOSSO CORPORATION, THE TRIAD BUILDING, 2200 RENAISSANCE BOULEVARD, SUITE 150,
KING OF PRUSSIA, PENNSYLVANIA 19406.
By Order of the Board of Directors
/s/ George B. Lemmon, Jr.
-------------------------------------------
George B. Lemmon, Jr.
President & Chief Executive Officer
Date: February 23, 2000
King of Prussia, Pennsylvania
11
<PAGE>
- --------------------------------------------------------------------------------
OWOSSO CORPORATION
Proxy Solicited On Behalf Of The Board of Directors
from holders of Class A Convertible Preferred Stock
The undersigned, revoking all previous proxies, hereby appoints George B.
Lemmon, Jr. and Harry Holiday III, and each of them acting individually, as the
attorney and proxy of the undersigned, with full power of substitution, to
vote, as indicated below and in their discretion upon such other matters as may
properly come before the meeting, all shares of Common Stock and Class A
Convertible Preferred Stock which the undersigned would be entitled to vote at
the Annual Meeting of the Shareholders of Owosso Corporation to be held on
March 22, 2000, and at any adjournment or postponement thereof.
1. Election of Directors:
[ ] FOR the nominees listed below [ ] WITHHOLD AUTHORITY to vote for
the nominees listed below
Nominees: For a one-year term expiring at the Annual Meeting to be held in
2001: Ellen D. Harvey, Harry E. Hill, Lowell P. Huntsinger, George B.
Lemmon, Jr., Eugene P. Lynch, James A. Ounsworth, and John R. Reese.
(Instruction: To withhold authority to vote for any nominee(s), write the
name(s) of such nominee(s) on the line below.)
------------------------------------------
2. Ratification of appointment of Deloitte & Touche LLP as independent auditors
for the Company for the fiscal year ending October 29, 2000:
[ ] For [ ] Against [ ] Abstain
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. UNLESS
OTHERWISE SPECIFIED, THE SHARES WILL BE VOTED "FOR" THE ELECTION OF THE
NOMINEES FOR DIRECTOR LISTED ON THE REVERSE SIDE HEREOF AND "FOR" RATIFICATION
OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING OCTOBER 29, 2000. THIS PROXY ALSO DELEGATES
DISCRETIONARY AUTHORITY WITH RESPECT TO ANY OTHER BUSINESS WHICH MAY PROPERLY
COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL
MEETING AND PROXY STATEMENT.
---------------------------------
Signature of Shareholder
---------------------------------
Signature of Shareholder
Date:__________________, 2000
NOTE: PLEASE SIGN THIS PROXY
EXACTLY AS NAME(S) APPEAR ON YOUR
STOCK CERTIFICATE. WHEN SIGNING AS
ATTORNEY-IN-FACT, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR
GUARDIAN, PLEASE ADD YOUR TITLE AS
SUCH, AND IF SIGNER IS A
CORPORATION, PLEASE SIGN WITH FULL
CORPORATE NAME BY A DULY
AUTHORIZED OFFICER OR OFFICERS AND
AFFIX THE CORPORATE SEAL. WHERE
STOCK IS ISSUED IN THE NAME OF TWO
(2) OR MORE PERSONS, ALL SUCH
PERSONS SHOULD SIGN.
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
OWOSSO CORPORATION
Proxy Solicited On Behalf Of The Board of Directors
from holders of Common Stock
The undersigned, revoking all previous proxies, hereby appoints George B.
Lemmon, Jr. and Harry Holiday III, and each of them acting individually, as the
attorney and proxy of the undersigned, with full power of substitution, to
vote, as indicated below and in their discretion upon such other matters as may
properly come before the meeting, all shares of Common Stock which the
undersigned would be entitled to vote at the Annual Meeting of the Shareholders
of Owosso Corporation to be held on March 22, 2000, and at any adjournment or
postponement thereof.
1. Election of Directors:
[ ] FOR the nominees listed below [ ] WITHHOLD AUTHORITY to vote for
the nominees listed below
Nominees: For a one-year term expiring at the Annual Meeting to be held in
2001: Ellen D. Harvey, Harry E. Hill, George B. Lemmon, Jr., Eugene
P. Lynch, James A. Ounsworth, and John R. Reese.
(Instruction: To withhold authority to vote for any nominee(s), write the
name(s) of such nominee(s) on the line below.)
------------------------------------------
2. Ratification of appointment of Deloitte & Touche LLP as independent auditors
for the Company for the fiscal year ending October 29, 2000:
[ ] For [ ] Against [ ] Abstain
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. UNLESS
OTHERWISE SPECIFIED, THE SHARES WILL BE VOTED "FOR" THE ELECTION OF THE
NOMINEES FOR DIRECTOR LISTED ON THE REVERSE SIDE HEREOF AND "FOR" RATIFICATION
OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING OCTOBER 29, 2000. THIS PROXY ALSO DELEGATES
DISCRETIONARY AUTHORITY WITH RESPECT TO ANY OTHER BUSINESS WHICH MAY PROPERLY
COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL
MEETING AND PROXY STATEMENT.
---------------------------------
Signature of Shareholder
---------------------------------
Signature of Shareholder
Date:__________________, 2000
NOTE: PLEASE SIGN THIS PROXY
EXACTLY AS NAME(S) APPEAR ON YOUR
STOCK CERTIFICATE. WHEN SIGNING
AS ATTORNEY-IN-FACT, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR
GUARDIAN, PLEASE ADD YOUR TITLE
AS SUCH, AND IF SIGNER IS A
CORPORATION, PLEASE SIGN WITH
FULL CORPORATE NAME BY A DULY
AUTHORIZED OFFICER OR OFFICERS
AND AFFIX THE CORPORATE SEAL.
WHERE STOCK IS ISSUED IN THE NAME
OF TWO (2) OR MORE PERSONS, ALL
SUCH PERSONS SHOULD SIGN.
- --------------------------------------------------------------------------------
