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 ss.240.14a-11(c) or ss.240.14a-12
Featherlite, 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>
FEATHERLITE, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held
May 12, 1999
The Annual Meeting of Shareholders of Featherlite, Inc. will be held at the
Company's offices, Highways 63 and 9, Cresco, Iowa, on Wednesday, May 12, 1999,
at 7:00 p.m. (Central Daylight Time), for the following purposes:
1. To set the number of members of the Board of Directors at seven (7).
2. To elect directors of the Company for the ensuing year.
3. To take action upon any other business that may properly come before
the meeting or any adjournment thereof.
Only shareholders of record shown on the books of the Company at the close
of business on March 26, 1999, will be entitled to vote at the meeting or any
adjournment thereof. Each shareholder is entitled to one vote per share on all
matters to be voted on at the meeting.
You are cordially invited to attend the meeting. Whether or not you plan to
attend the meeting, please sign, date and return your Proxy in the return
envelope provided as soon as possible. Your cooperation in promptly signing and
returning the Proxy will help avoid further solicitation expense to the Company.
This Notice, the Proxy Statement and the enclosed Proxy are sent to you by
order of the Board of Directors.
Gary H. Ihrke,
Secretary
Dated: April 2, 1999
Cresco, Iowa
<PAGE>
FEATHERLITE, INC.
PROXY STATEMENT
for
Annual Meeting of Shareholders
to be held May 12, 1999
INTRODUCTION
Your Proxy is solicited by the Board of Directors of Featherlite, Inc. (the
"Company") for use at the Annual Meeting of Shareholders to be held on May 12,
1999, and at any adjournment thereof, for the purposes set forth in the attached
Notice of Annual Meeting.
The cost of soliciting Proxies, including preparing, assembling and mailing
the Proxies and soliciting material, will be borne by the Company. Directors,
officers and regular employees of the Company may, without compensation other
than their regular compensation, solicit Proxies personally or by telephone.
Any shareholder giving a Proxy may revoke it at any time prior to its use
at the meeting by giving written notice of such revocation to the Secretary or
other officer of the Company or by filing a new written Proxy with an officer of
the Company. Personal attendance at the meeting is not, by itself, sufficient to
revoke a Proxy unless written notice of the revocation or a subsequent Proxy is
delivered to an officer before the revoked or superseded Proxy is used at the
meeting.
Proxies not revoked will be voted in accordance with the choice specified
by shareholders by means of the ballot provided on the Proxy for that purpose.
Proxies which are signed but which lack any such specification will, subject to
the following, be voted in favor of the proposals set forth in the Notice of
Meeting and in favor of the number and slate of directors proposed by the Board
of Directors and listed herein. If a shareholder abstains from voting as to any
matter, then the shares held by such shareholder shall be deemed present at the
meeting for purposes of determining a quorum and for purposes of calculating the
vote with respect to such matter, but shall not be deemed to have been voted in
favor of such matter. Abstentions, therefore, as to any proposal will have the
same effect as votes against such proposal. If a broker returns a "non-vote"
proxy, indicating a lack of voting instruction by the beneficial holder of the
shares and a lack of discretionary authority on the part of the broker to vote
on a particular matter, then the shares covered by such non-vote shall be deemed
present at the meeting for purposes of determining a quorum but shall not be
deemed to be represented at the meeting for purposes of calculating the vote
required for approval of such matter.
The mailing address of the Company's principal executive office is Highways
63 and 9, P.O. Box 320, Cresco, Iowa 52136. The Company expects that this Proxy
Statement and the related Proxy and Notice of Annual Meeting will first be
mailed to shareholders on or about April 2, 1999.
OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors of the Company has fixed March 26, 1999, as the
record date for determining shareholders entitled to vote at the Annual Meeting.
Persons who were not shareholders on such date will not be allowed to vote at
the Annual Meeting. At the close of business on March 26, 1999, 6,500,051 shares
of the Company's Common Stock were issued and outstanding. Such Common Stock is
the only outstanding class of stock of the Company. Each share of Common Stock
is entitled to one vote on each matter to be voted upon at the meeting. Holders
of the Common Stock are not entitled to cumulative voting rights in the election
of directors.
<PAGE>
PRINCIPAL SHAREHOLDERS
The following table provides information concerning the only persons known
to the Company to be the beneficial owners of more than five percent (5%) of the
Company's outstanding Common Stock as of March 26, 1999:
Amount and
Name and Address Nature of Shares Percent
of Beneficial Owner Beneficially Owned(1) of Class
- ------------------- --------------------- --------
Conrad D. Clement(2) 1,610,000 24.7%
Tracy J. Clement(2) 1,005,000 15.4%
Larry D. Clement(2) 1,000,000 15.4%
Eric P. Clement(2) 402,400 6.2%
(1) Unless otherwise indicated, the person listed as the beneficial owner of
the shares has sole voting and sole investment power over the shares which
include currently exercisable options shown in the following table.
(2) Address: Highways 63 and 9, P.O. Box 320, Cresco, Iowa 54136.
MANAGEMENT SHAREHOLDINGS
The following table sets forth the number of shares of the Company's Common
Stock beneficially owned as of March 26, 1999, by each executive officer of the
Company named in the Summary Compensation Table, by each director and director
nominee for reelection and by all directors and executive officers (including
the named individuals) as a group:
<TABLE>
<CAPTION>
Name of Director or Officer or Number of Shares Currently Percent
Identity of Group Beneficially Owned(1) Exercisable Options(3) of Class(2)
- ---------------------------------------------- -------------------------- -------------------------- ------------------
<S> <C> <C> <C>
Conrad D. Clement 1,610,000 10,000 24.7%
Tracy J. Clement 1,005,000 5,000 15.4%
Eric P. Clement 402,400 2,400 6.2%
Jeffery A. Mason 102,400 92,400 1.6%
Gary H. Ihrke 92,400 92,400 1.4%
Donald R. Brattain 42,720 (4) 12,720 *
Thomas J. Winkel 13,720 (4) 12,720 *
Kenneth D. Larson 18,720 (4) 12,720 *
John H. Thomson 21,720 (4) 12,720 *
Terry E. Branstad 0 (4) 0 *
Officers and Directors as a group (11 4,327,580 266,580 64.0%
persons)
</TABLE>
* Less than 1%
(1) See Note (1) to preceding table.
(2) Shares not outstanding but deemed beneficially owned by virtue of the
right of a person to acquire them as of March 26, 1999, or within sixty
days of such date are treated as outstanding only when determining the
percent owned by such individual and when determining the percent owned by
the group.
(3) Such shares are not currently outstanding but may be purchased upon
exercise of currently exercisable options and are included
in the number of shares beneficially owned.
(4) Does not include 3000 shares subject to an option which will be granted to
and become purchasable by such individual on the date of the Annual
Meeting pursuant to an automatic grant under the Company's 1994 Stock
Option Plan.
<PAGE>
ELECTION OF DIRECTORS
(Proposals #1 and #2)
General Information
The Bylaws of the Company provide that the number of directors shall be
determined by the shareholders at each annual meeting. The Board of Directors
recommends that the number of directors be set at seven. Under applicable
Minnesota law, approval of the proposal to set the number of directors at seven
requires the affirmative vote of the holders of the greater of (1) a majority of
the voting power of the shares represented in person or by proxy at the Annual
Meeting with authority to vote on such matter or (2) a majority of the voting
power of the minimum number of shares that would constitute a quorum for the
transaction of business at the Annual Meeting.
In the election of directors, each Proxy will be voted for each of the
nominees listed below unless the Proxy withholds a vote for one or more of the
nominees. Each person elected as a director shall serve for a term of one year
or until his successor is duly elected and qualified. All of the nominees except
Mr. Branstad are members of the present Board of Directors. Mr. John H. Thomson,
currently a member of the board, has reached the retirement age established by
the Board. If any of the nominees should be unable to serve as a director by
reason of death, incapacity or other unexpected occurrence, the Proxies
solicited by the Board of Directors shall be voted by the proxy representatives
for such substitute nominee as is selected by the Board, or, in the absence of
such selection, for such fewer number of directors as results from such death,
incapacity or other unexpected occurrence. The election of each nominee requires
the affirmative vote of a majority of the shares represented in person or by
proxy at the Annual Meeting.
The following table provides certain information with respect to the
nominees for director.
Name Age Positions Held
Conrad D. Clement 55 President, Chief Executive Officer and Director
Jeffery A. Mason 58 Chief Financial Officer and Director
Tracy J. Clement 32 Executive Vice President and Director
Donald R. Brattain 58 Director
Thomas J. Winkel 56 Director
Kenneth D. Larson 58 Director
Terry E. Branstad 53 Nominee
Conrad D. Clement has been the Chairman, President and Chief Executive
Officer and a director of the Company since its inception in 1988. From 1969 to
1988, Mr. Clement was the President and principal owner of several farm
equipment and agricultural businesses. Mr. Clement is also the President and
Chief Executive Officer and a shareholder of Featherlite Credit Corporation, an
affiliate of the Company ("Featherlite Credit"). See "Certain Transactions". Mr.
Clement is the brother of Larry D. Clement and the father of Tracy J. Clement
and Eric P. Clement.
Jeffery A. Mason has been the Chief Financial Officer and Controller of
the Company since August 1989 and has been a director of the Company since June
1993. From 1969 to 1989, Mr. Mason served in various financial management
capacities with several companies, including Arthur Andersen & Co. and Carlson
Companies. Mr. Mason is a certified public accountant.
Tracy J. Clement has been Executive Vice President and a director of
the Company since 1988. Prior to 1988, Mr. Clement was a shareholder and manager
of several farm equipment and agricultural businesses with his father, Conrad D.
Clement. Mr. Clement is also an officer and shareholder of Featherlite Credit.
See "Certain Transactions."
<PAGE>
Donald R. Brattain, a director of the Company since August 1994, is the
President of Brattain & Associates, LLC, a private investment company
established in 1981. In addition, Mr. Brattain currently serves as a director of
Everest Medical, Inc. and Sunrise International Leasing Corporation.
Thomas J. Winkel, a director of the Company since August 1994, has been
a financial and management consultant in St. Paul, Minnesota since January 1,
1994. Mr. Winkel also serves as the interim President and CEO of Advanced
Bionics, Inc., a start-up medical device company. From 1990 to 1994, Mr. Winkel
was Chairman, President and Chief Executive Officer of Road Rescue, Inc., a
manufacturer of emergency response vehicles. From 1967 to 1990, Mr. Winkel
served in various professional capacities with Arthur Andersen & Co., the last
five years as Managing Partner of its St. Paul office. Mr. Winkel also serves as
a director of Marten Transport, LTD.
Kenneth D. Larson, a director of the Company since August 1994, joined
Polaris Industries in September 1988 as Executive Vice President/Operating
Officer and was named President and Chief Operating Officer in July 1989. Mr.
Larson retired from Polaris in September, 1998. Mr. Larson was formerly
Executive Vice President of the Toro Company. Prior to starting with Toro in
1975, he held a number of positions with Allis-Chalmers Corp., General Electric
Co. and the Gehl Company. Mr. Larson is a director of Polaris Industries, Inc.,
Destron-Fearing Corporation and MVE Holdings, Inc.
Terry E. Branstad, nominated as a new director of the Company, served
as governor of the state of Iowa from 1982 to 1999. Governor Branstad is an
attorney-at-law and has also been nominated to serve as a director of Heartland
Communication.
Committee and Board Meetings
The Company's Board of Directors has two standing Committees, the Audit
Committee and the Compensation Committee. The Audit Committee, whose members are
Messrs. Winkel, Brattain, Thomson and Larson, is responsible for reviewing the
Company's internal audit procedures, the quarterly and annual financial
statements of the Company and, with the Company's independent accountants, the
results of the annual audit. The Audit Committee met twice during fiscal 1998.
The Compensation Committee, whose members during fiscal 1998 were Messrs.
Brattain, Winkel, Larson and Thomson, recommends compensation of officers of the
Company. The Compensation Committee met once during fiscal year 1998. The Board
does not have a nominating committee.
During fiscal 1998, the Board held four meetings. Each director
attended 75% or more of the total number of meetings of the Board and of
Committees of which he was a member.
Directors' Fees
Directors who are not employees of the Company are compensated at the
rate of $2,000 per Board meeting plus $1,000 per quarter. In addition, pursuant
to the Company's 1994 Stock Option Plan, as amended, nonemployee directors will
receive automatic grants of nonqualified stock options to purchase 3,000 shares
upon their initial election to the Board and upon their re-election by the
shareholders. The exercise price shall be 100% of the Common Stocks current fair
market value as of the date of grant. Each nonqualified stock option granted to
nonemployee directors shall be immediately exercisable and shall expire five (5)
years after the date of grant. As of May 6, 1998, the date of the 1998 Annual
Meeting, Messrs. Donald R. Brattain, Thomas J. Winkel, Kenneth D. Larson and
John H. Thomson each received an option for the purchase of 3,000 shares at an
exercise price of $10.00 per share.
CERTAIN TRANSACTIONS
Featherlite Credit Corporation ("Featherlite Credit"), which provides
retail financing to customers of the Company's dealers, is wholly-owned by the
following officers and directors of the Company: Conrad D. Clement (40%), Tracy
J. Clement (25%), Larry D. Clement (25%), and Eric P. Clement (10%).
<PAGE>
Featherlite Credit leases trailers and coaches to outside parties under
operating leases with terms varying from three to six years. It buys trailers
and coaches from Featherlite dealers and in some cases, directly from the
Company at normal selling prices and pays for the trailers at the time the lease
is signed. Aggregate trailer sales of $1,927,000 were made by the Company to
Credit in 1998. Featherlite Credit was indebted to the Company for $404,000 on
transactions related to such sales at December 31, 1998.
Clement Auto and Truck, Inc. ("CATI"), which is wholly-owned by Larry D.
Clement, is an authorized FEATHERLITE(R) dealer located in Fort Dodge, Iowa.
Sales to CATI were $1,341,000 in 1998. All such sales were on terms and
conditions comparable to those available to other Company dealers. CATI was
indebted to the Company for transactions related to such sales in the amount of
$110,000 at December 31, 1998.
During May 1994, the Company entered into a five-year lease agreement with
Conrad D. Clement, Tracy J. Clement and Eric P. Clement, each equal owners of a
loader. Aggregate payments under this lease will total $118,500 over the lease
term. In addition, the Company insures the loader and pays all ordinary
maintenance and expenses related to the loader. In 1998, payments under this
lease totaled $23,712.
EXECUTIVE COMPENSATION
Compensation Committee Report on Executive Compensation
Compensation Committee Interlocks and Insider Participation. The
Compensation Committee of the Board of Directors of the Company is composed of
directors Donald R. Brattain, Thomas J. Winkel, Kenneth D. Larson and John H.
Thomson. None of the members of the Committee is or ever has been an employee or
an officer of the Company and none is affiliated with any entity (other than the
Company) with which an executive officer of the Company is affiliated.
Compensation Plan. The executive compensation plan adopted by the
Compensation Committee is comprised of base salaries, annual performance
bonuses, long-term incentive compensation in the form of stock options, and
various benefits in which all qualified employees of the Company participate. In
addition, the Compensation Committee from time to time may award special cash
bonuses or stock options related to non-recurring, extraordinary performance.
The Compensation Committee adopted an approach of paying annual base
salaries which are on the moderate side of being competitive in its industry,
taking into account particular positive and negative aspects of the Company's
location in rural Iowa, and of awarding cash bonuses based on achievement of
specific annual goals. The goals are established annually by the Compensation
Committee. Options are currently being determined on an individual basis.
Generally, if the Company achieves its sales, income before taxes and
return on assets objectives for the year, each executive officer will accrue a
bonus which is equal to 50 percent of the officer's base pay. If the Company's
performance is no more than 10 percent below its objectives, each officer will
accrue a bonus equal to 25 percent of base pay and if the performance is 105
percent or more of each objective, each officer accrues a bonus of 55 percent of
base pay. Bonuses are prorated for Company performance which falls between these
achievement percentages. Each of the objectives is weighted as a percentage of
the total and may be achieved on a stand-alone basis. Bonuses are paid in the
calendar year following the year in which they are earned by the officers.
In 1998, the Company exceeded 105 percent of the sales objective, but was
more than 10% below the income before tax objective and the return on assets
objective, resulting in each executive officer being awarded a bonus equal to 22
percent of base pay. Bonuses accrued in 1998 for each named officer appear under
the caption "Bonus" in the Summary Compensation table.
<PAGE>
Compensation in 1998 and 1999. The Compensation Committee made adjustments
in the base annual salaries of officers to reflect changes in levels of
responsibilities and individual performance. Bonuses of $249,260 were earned for
achievement of the goals established under the compensation plan. For 1999, base
salaries for executive officers named in the compensation table below are as
follows: Conrad D. Clement - $356,000; Tracy J. Clement - $222,000; Jeffery A.
Mason - $147,000; Gary Ihrke - $147,000; and Eric Clement - $133,000.
Chief Executive Officer Compensation. Conrad D. Clement served as the
Company's Chief Executive Officer in 1998. His compensation was $339,000 and he
earned a bonus of $74,580 for achieving the defined goals under the compensation
plan. For 1999, the Compensation Committee has established a base salary of
$356,000 and Mr. Clement is eligible for a cash bonus on the same basis as other
officers as described above.
Donald R. Brattain
Thomas J. Winkel
John H. Thomson
Kenneth D. Larson
Members of the
Compensation Committee
Summary Compensation Table
The following table sets forth certain information regarding compensation
paid during each of the Company's last three fiscal years to the Company's Chief
Executive Officer and to the Company's other executive officers whose salary and
bonus for fiscal 1998 exceeded $100,000:
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------- ------------- ------------------------------------------------- --------------- ----------------
Long Term
Annual Compensation Compensation
- ----------------------------- ------------- ------------------- --------------- ------------- --------------- ----------------
Name and Fiscal Salary ($) Bonus ($) Other Securities All Other
Principal Position Year ---------- --------- ----- Underlying Compen-
------------------ ----- Options/ sation ($)
SARs(#) ----------
- ----------------------------- ------------- ------------------- --------------- ------------- --------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Conrad D. Clement, 1998 329,000 74,580 3,255(1) 50,000 10,000(2)
President and Chief 1997 285,500 130,390 1,141(1) -0- 9,500
Executive Officer 1996 286,000 61,950 3,649(1) -0- 9,000
- ----------------------------- ------------- ------------------- --------------- ------------- --------------- ----------------
Tracy J. Clement, Executive 1998 202,000 46,640 9,545(1) 25,000 10,000(2)
Vice President 1997 175,500 82,212 10,141(1) -0- 9,500
1996 176,000 38,850 2,191(1) -0- 9,000
- ----------------------------- ------------- ------------------- --------------- ------------- --------------- ----------------
Jeffery A. Mason, Chief 1998 130,000 30,800 6,398(1) 12,000 10,000(2)
Financial Officer 1997 114,680 53,924 5,655(1) -0- 7,320
1996 114,680 25,620 7,320(1) 40,000 7,320
- ----------------------------- ------------- ------------------- --------------- ------------- --------------- ----------------
Gary H. Ihrke 1998 130,000 30,800 2,126(1) 12,000 10,000(2)
Vice President of Operations 1997 108,100 50,830 -0- -0- 6,900
& Secretary 1996 107,723 24,150 -0- 40,000 6,865
- ----------------------------- ------------- ------------------- --------------- ------------- --------------- ----------------
Eric P. Clement 1998 111,252 26,620 5,600(1) 12,000 9,748(2)
Vice President of Sales 1997 90,240 42,432 7,822(1) -0- 5,760
1996 89,951 20,160 4,929(1) -0- 5,742
============================= ============= =================== =============== ============= =============== ================
</TABLE>
(1) Related to automobiles and other fringe benefits.
(2) Company contribution to 401(k) Plan.
<PAGE>
Option/SAR Grants During 1998 Fiscal Year
The following table provides information related to those options granted
to the named executive officers during fiscal 1998. The Company has not granted
any stock appreciation rights.
<TABLE>
<CAPTION>
Individual Grants
---------------------------------------------------------------- Potential Realizable
Percent of Total Value of Assumed
Options/SARs Annual Rates of Stock
Options/SARS Granted to Exercise or Price Appreciation for
Granted Employees Base price Expiration Option Term
Name (#)(1) In Fiscal Year ($Sh) Date 5%($) 10%($)
- -------------------- ---------------- ------------------ -------------- ------------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Conrad Clement 50,000 24.2 6.39375 10/28/03 $ 51,231 $148,366
Tracy Clement 25,000 12.1 6.39375 10/28/03 25,616 74,183
Jeffery Mason 12,000 5.8 5.8125 10/28/08 43,865 111,163
Gary Ihrke 12,000 5.8 5.8125 10/28/08 43,865 111,163
Eric Clement 12,000 5.8 5.8125 10/28/08 43,865 111,163
</TABLE>
(1) Each stock option is exercisable in annual increments of 20% of the
total number of shares granted commencing October 28, 1998.
Option/SAR Exercises During 1998 Fiscal Year and
Fiscal Year End Option/SAR Values
The following table provides information related to options exercised by
the named executive officers during the 1998 fiscal year and the number and
value of options held at fiscal year end.
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
Shares FY-End (#) FY-End ($)(1)
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable Unexercisable
- ---- ------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
Conrad D. Clement -0- -0- 10,000/40,000 --
Tracy J. Clement -0- -0- 5,000/20,000 --
Jeffery A. Mason -0- -0- 92,400/19,600 $7,500/2,500
Gary H. Ihrke -0- -0- 92,400/19,600 $7,500/2,500
Eric P. Clement -0- -0- 2,400/9,600 --
</TABLE>
(1) Based on the difference between $5.75 (the closing price of the
Company's Common Stock on December 31, 1998 as reported by Nasdaq) and the
option exercise price.
<PAGE>
Stock Performance Chart
The following chart compares the cumulative total shareholder return on the
Company's Common Stock with the S&P 500 Index and an index of peer companies
selected by the Company (the "Peer Group Index"). The comparison assumes $100
was invested on September 28, 1994 (the date the Company's Common Stock began
trading) in the Company's Common Stock and in each of the foregoing indices and
assumes reinvestment of dividends.
9/28/94 12/31/94 12/31/95 12/31/96 12/31/97 1/31/98
Featherlite $100.00 $162.50 $ 93.75 $102.08 $131.25 $ 95.83
Peer Group $100.00 $110.04 $100.07 $146.26 $108.81 $109.29
S&P 500 $100.00 $ 98.90 $132.51 $159.35 $205.53 $264.44
The Peer Group Index includes the following companies: Arctco, Inc.,
Harley Davidson, Inc., Miller Industries, Inc., Polaris Industries, Inc.,
Spartan Motors, Inc., Dorsey Trailers, Inc. and Wabash National Corp.
INDEPENDENT AUDITORS
McGladrey & Pullen, LLP acted as the Company's independent auditors for the
1998 fiscal year, and the Company has selected McGladrey & Pullen, LLP as its
independent auditors for the current fiscal year ending December 31, 1999.
A representative of McGladrey & Pullen, LLP is expected to be present at
the Annual Meeting, will have the opportunity to make any desired comments, and
will be available to respond to appropriate questions.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than 10 percent of
the Company's Common Stock, to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Officers, directors and greater than
10% shareholders ("Insiders") are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based on a review of the copies of such reports
furnished to the Company, during the fiscal year ended December 31, 1998 all
Section 16(a) filing requirements applicable to Insiders were complied with.
SHAREHOLDER PROPOSALS
Any appropriate proposal submitted by a shareholder of the Company and
intended to be presented at the 2000 Annual Meeting must be received by the
Company at its offices by November 28, 1999 to be considered for inclusion in
the Company's proxy statement and related proxy for the 2000 Annual Meeting.
Shareholder proposals intended to be presented at the 2000 Annual Meeting but
not included in the Company's Proxy Statement and Proxy will be considered
untimely if received by the Company after February 16, 2000.
<PAGE>
OTHER BUSINESS
The Board of Directors knows of no other matters to be presented at the
meeting. If any other matter does properly come before the meeting, the
appointees named in the Proxies will vote the Proxies in accordance with their
best judgment.
ANNUAL REPORT
A copy of the Company's Annual Report to Shareholders for the fiscal year
ended December 31, 1998, including financial statements, accompanies this Notice
of Annual Meeting and Proxy Statement. No portion of the Annual Report is
incorporated herein or is to be considered proxy soliciting material.
THE COMPANY WILL FURNISH WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON FORM
10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998, TO ANY SHAREHOLDER OF THE
COMPANY UPON WRITTEN REQUEST. REQUESTS SHOULD BE SENT TO CHIEF FINANCIAL
OFFICER, FEATHERLITE, INC., HIGHWAYS 63 AND 9, BOX 320, CRESCO, IOWA 52136.
Dated: April 2, 1999
Cresco, Iowa
<PAGE>
FEATHERLITE INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Conrad D. Clement and Tracy J. Clement, or
either of them acting alone, with full power of substitution, as proxies to
represent and vote, as designated below, all shares of Common Stock of
Featherlite, Inc. registered in the name of the undersigned, at the Annual
Meeting of the Shareholders to be held on Wednesday, May 12, 1999, at 7:00 p.m.
Central Daylight Time, at the Company's offices, Highway 63 and 9, Cresco, Iowa,
and at all adjournments of such meeting. The undersigned hereby revokes all
proxies previously granted with respect to such meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION
IS GIVEN FOR A PARTICULAR PROPOSAL, WILL BE VOTED FOR SUCH PROPOSAL.
DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED
- --------------------------------------------------------------------------------
FEATHERLITE INC. ANNUAL MEETING
The Board of Directors recommends that you vote "FOR" the following proposals:
1. SET NUMBER OF DIRECTORS AT SEVEN: [ ] FOR [ ] AGAINST [ ] ABSTAIN
2. ELECTION OF DIRECTORS: 1 - Conrad D. Clement 2 - Jeffery A. Mason
3 - Tracy J. Clement 4 - Donald R. Brattain
5 - Thomas J. Winkel 6 - Kenneth D. Larson
7 - Terry E. Branstad
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY
listed to the left to vote for all
(except as specified nominees listed to
below). the left.
(Instructions: To withhold authority to vote for any
indicated nominee, write the number(s) of the [ ]
nominee(s) in the box provided to the right.) [ ]
3. OTHER MATTERS: In their discretion, the appointed proxies are authorized to
vote upon such other business as may properly come before the Meeting or any
adjournment.
Check appropriate box Date ____________________________
Indicate changes below:
Address Change? [ ] Name Change? [ ]
NO. OF SHARES
[ ]
Signature(s) in Box
PLEASE DATE AND SIGN ABOVE exactly
as name appears at the left,
indicating, where appropriate,
official position or representative
capacity. If stock is held in
joint tenancy, each joint owner
should sign.
