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 3, 2000
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 3,
2000, 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 21, 2000, 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: March 28, 2000
Cresco, Iowa
<PAGE>
FEATHERLITE, INC.
PROXY STATEMENT
for
Annual Meeting of Shareholders
to be held May 3, 2000
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
3, 2000, 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 March 28, 2000.
OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors of the Company has fixed March 21, 2000, 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 21, 2000, 6,535,104 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.
2
<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 21, 2000:
Amount and
Name and Address Nature of Shares Percent
of Beneficial Owner Beneficially Owned(1) of Class
- ------------------- --------------------- --------
Conrad D. Clement(2) 1,620,000 24.7%
Tracy J. Clement(2) 1,010,000 15.4%
Larry D. Clement(2) 1,000,000 15.3%
Eric P. Clement(2) 404,800 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 52136.
MANAGEMENT SHAREHOLDINGS
The following table sets forth the number of shares of the Company's Common
Stock beneficially owned as of March 21, 2000, 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(2) of Class(3)
- ------------------------------------------------------------------------ ------------------------------
<S> <C> <C> <C>
Conrad D. Clement 1,620,000 20,000 24.7%
Tracy J. Clement 1,010,000 10,000 15.4%
Eric P. Clement 404,800 4,800 6.2%
Jeffery A. Mason 114,800 104,800 1.7%
Gary H. Ihrke 104,800 104,800 1.6%
Donald R. Brattain 45,720 13,220 *
Thomas J. Winkel 14,220 13,220 *
Charles A. Elliott 5,000 (4) -0- *
Kenneth D. Larson 21,720 (4)(5) 13,220 *
Terry E. Branstad 3,000 3,000 *
Officers and Directors as a group
(11 persons) 4,363,560 301,560 63.8%
</TABLE>
* Less than 1%
(1) See Note (1) to preceding table.
(2) 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.
(3) Shares not outstanding but deemed beneficially owned by virtue of the
right of a person to acquire them as of March 21, 2000, 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.
(4) Does not include 3,000 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.
(5) Includes 1,000 shares held by Mr. Larson's wife
3
<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. Elliott, are members of the present Board of Directors. Mr. Donald R.
Brattain, a member of the Board since 1994, has decided not to be re-nominated
for election to 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 56 President, Chief Executive Officer and Director
Jeffery A. Mason 59 Chief Financial Officer and Director
Tracy J. Clement 33 Executive Vice President and Director
Terry E. Branstad 54 Director
Kenneth D. Larson 59 Director
Thomas J. Winkel 57 Director
Charles A. Elliott 67 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 LLP and Carlson
Companies, Inc. 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."
Thomas J. Winkel, a director of the Company since August 1994, has been
a financial and management consultant and private investor since January 1,
1994. 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 LLP, last five years as Managing Partner of its St. Paul office.
Mr. Winkel also serves as a director of Marten Transport, LTD.
4
<PAGE>
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 is a director and
chairman of Destron-Fearing Corporation, and is a director and chairman of
Restaurant Technologies, Inc., a private company.
Terry E. Branstad a director of the Company since 1999, served as
governor of the state of Iowa from 1982 to 1999. Governor Branstad is an
attorney-at-law and also currently serves as a director of Mid American Energy
Holdings Company and a number of other private companies and organizations.
Charles A. Elliott, nominated as a new director of the Company, joined
Crenlo, Inc., a manufacturer of cabs and ROPS for agricultural and construction
equipment, in 1951 and was named President, Chief Executive Officer and Chairman
in 1985, a position held until October 1999 when the Company was sold. Mr.
Elliott currently serves as an advisory board member and trustee for several
private companies and organizations.
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
during fiscal 1999 were Messrs. Winkel, Brattain, Branstad 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 public accountants, the results of the annual audit. The Audit
Committee met twice during fiscal 1999. The Compensation Committee, whose
members during fiscal 1999 were Messrs. Brattain, Winkel, Larson and Branstad,
recommends compensation of officers of the Company. The Compensation Committee
met once during fiscal year 1999. The Board does not have a nominating
committee.
During fiscal 1999, 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 $4,000 per Board meeting, including two committee meetings per year,
plus $1,000 per quarter. These fees were increased to their current level in
1999 from $2,000 per Board meeting plus $1,000 per quarter. In addition,
pursuant to the Company's 1994 Stock Option Plan, as amended, non-employee
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
Stock's current fair market value as of the date of grant. Each nonqualified
stock option granted to non-employee directors shall be immediately exercisable
and shall expire five (5) years after the date of grant. As of May 12, 1999, the
date of the 1999 Annual Meeting, Messrs. Donald R. Brattain, Thomas J. Winkel,
Kenneth D. Larson and Terry E. Branstad each received an option for the purchase
of 3,000 shares of common stock at an exercise price of $6.125 per share.
5
<PAGE>
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%).
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 $2,413,000 were made by the Company to
Featherlite Credit in 1999. Featherlite Credit was not indebted to the Company
for transactions related to such sales at December 31, 1999.
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 $1,632,000 in 1999. 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
$67,000 at December 31, 1999.
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 1999, payments under this
lease totaled $23,712. In July, 1999, the Company renewed this lease for another
five years at the same rental rate.
In June, 1999, the Company leased an aircraft from Clement Enterprises,
a company wholly owned by Conrad D. Clement, Tracy J. Clement and Eric P
Clement. Rental payments totaling $68,188 were paid to Clement Enterprises on
this aircraft until August 31, 1999 when the Company exercised its option to
purchase the aircraft at its cost to Clement Enterprises of $4,051,500. This
amount was paid by assumption of debt in this amount to First Source Bank, N.A.
In 1999 the company also paid $8,517 to rent aircraft from Clement Aviation
which is owned by Larry D. Clement.
EXECUTIVE COMPENSATION
Compensation Committee Report on Executive Compensation
Compensation Committee Interlocks and Insider Participation. During
fiscal 1999, the Compensation Committee of the Board of Directors of the Company
was composed of directors Donald R. Brattain, Thomas J. Winkel, Kenneth D.
Larson and Terry E. Branstad. 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.
6
<PAGE>
Generally, if the Company achieves its earnings per share goal and also
one or more of its sales, income before taxes and return on assets objectives
for the year, each executive officer will accrue a bonus which is equal to 65
percent of the officer's base pay (85 percent for the chief executive
officer(CEO). If the Company's performance achieves the earnings per share goal
and is no more than 10 percent below its other objectives, each officer will
accrue a bonus equal to 32.5 percent of base pay (42.5 percent for CEO). If the
performance is 105 percent or more of each objective, each officer accrues a
bonus of 71.5 percent of base pay (93.5 percent for CEO). Beginning in 2000, if
the Company's performance is more than 105 percent of each objective, each
officer may accrue a bonus of up to 130 percent of base pay (170 percent for
CEO). Bonuses are prorated for Company performance which falls between these
achievement percentages. Each of the objectives other than earnings per share is
weighted as a percentage of the total and may be achieved on a stand-alone
basis. The earnings per share goal must be achieved for any bonus to be earned
regardless of the achievement of the other goals. Bonuses are paid in the
calendar year following the year in which they are earned by the officers.
In 1999, the Company did not achieve its earnings per share goal and,
therefore, no bonuses were earned by any of the executive officers.
Compensation in 1999 and 2000. The Compensation Committee made
adjustments in the base annual salaries of officers to reflect changes in levels
of responsibilities and individual performance. For 2000, base salaries for
executive officers named in the compensation table below will remain unchanged
from 1999 and 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 1999. His compensation was $356,000 and he
earned no bonus under the compensation plan. For 2000, the Compensation
Committee has established a base salary of $356,000 and Mr. Clement is eligible
for a cash bonus of up to 85 percent of base salary (170 percent if 200 percent
of defined performance objectives are achieved) on the same basis as other
officers as described above.
Donald R. Brattain
Thomas J. Winkel
Terry E. Branstad
Kenneth D. Larson
Members of the
Compensation Committee
7
<PAGE>
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 1999 exceeded $100,000:
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
- -----------------------------------------------------------------------------------------------------------------------------
Securities
Underlying All Other
Name and Fiscal Options/ Compen-
Principal Position Year Salary($) Bonus ($) Other(1) SARs(#) sation ($)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Conrad D. Clement, 1999 345,346 -0- 1,894 -0- 10,000(2)
President and Chief 1998 329,000 74,580 3,255 50,000 10,000
Executive Officer 1997 285,500 130,390 1,141 -0- 9,500
- -----------------------------------------------------------------------------------------------------------------------------
Tracy J. Clement, Executive 1999 211,615 -0- 7,740 -0- 10,000(2)
Vice President 1998 202,000 46,640 9,545 25,000 10,000
1997 175,500 82,212 10,141 -0- 9,500
- -----------------------------------------------------------------------------------------------------------------------------
Jeffery A. Mason, Chief 1999 136,731 -0- 4,576 -0- 10,000(2)
Financial Officer 1998 130,000 30,800 6,398 12,000 10,000
1997 114,680 53,924 5,655 40,000 7,320
- -----------------------------------------------------------------------------------------------------------------------------
Gary H. Ihrke, 1999 136,731 -0- 178 -0- 10,000(2)
Vice President of 1998 130,000 30,800 2,126 12,000 10,000
Operations & Secretary 1997 108,100 50,830 -0- 40,000 6,900
- -----------------------------------------------------------------------------------------------------------------------------
Eric P. Clement, 1999 122,989 -0- 8,784 -0- 8,784(2)
Vice President of Sales 1998 111,252 26,620 5,600 12,000 9,748
1997 90,240 42,432 7,822 -0- 5,760
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Related to automobiles and other fringe benefits.
(2) Company contribution to 401(k) Plan.
8
<PAGE>
Option/SAR Grants During 1999 Fiscal Year
There were no option/SAR grants to the named executive officers during
fiscal year 1999.
Option/SAR Exercises During 1999 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 1999 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- 20,000/30,000 --
Tracy J. Clement -0- -0- 10,000/15,000 --
Jeffery A. Mason -0- -0- 104,800/7,200 $5,200/0
Gary H. Ihrke -0- -0- 104,800/7,200 $5,200/0
Eric P. Clement -0- -0- 4,800/7,200 --
</TABLE>
(1) Based on the difference between $5.63(the closing price of the
Company's Common Stock on December 31, 1999 as reported by Nasdaq) and the
option exercise price.
Stock Performance Chart
The following chart compares the cumulative total shareholder return on the
Company's Common Stock with
[PLOT POINTS CHART]
Indexed Returns
<TABLE>
<CAPTION>
Base
Period
Company Name/Index Sept 94 Dec 94 Dec 95 Dec 96 Dec 97 Dec 98 Dec 99
- ------------------ ------- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Featherlite 100 162.50 93.75 102.08 131.25 95.83 93.75
S&P 500 Index 100 98.80 132.51 159.35 205.53 264.44 316.08
Peer Group Index 100 107.29 92.97 128.23 108.81 109.29 116.24
</TABLE>
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
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.
9
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
The Company has selected Arthur Andersen LLP as its independent public
accountants for the fiscal year ending December 31, 2000.
On August 17, 1999, the Company selected Arthur Andersen LLP to serve
as the Company's independent public accountants for the 1999 fiscal year and
ceased its client-auditor relationship with McGladrey & Pullen, LLP, the
independent public accountant which had been engaged by the Company for prior
years. The decision to change accountants was recommended by the Company's Audit
Committee and approved by the Company's Board of Directors. The reports of
McGladrey & Pullen, LLP on the Company's financial statements for the past two
years contain no adverse opinion or a disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles.
In connection with its audits as of and for the years ended December 31, 1998
and 1997, there have been no disagreements between the Company and McGladrey &
Pullen, LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of McGladrey & Pullen, LLP, would have caused
it to make reference thereto in its report on the financial statements for the
Company for such years.
A representative of Arthur Andersen 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, 1999
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 2001 Annual Meeting must be received by the
Company at its offices by November 28, 2000 to be considered for inclusion in
the Company's Proxy Statement and related proxy for the 2000 Annual Meeting.
Also, if a shareholder proposal intended to be presented at the 2001
Annual Meeting but not included in the Company's Proxy Statement and proxy is
received by the Company after February 12, 2001, then management named in the
Company's proxy form for the 2001 annual meeting will have discretionary
authority to vote shares represented by such proxies on the shareholder
proposal, if presented at the meeting without including information about the
proposal in the Company's proxy materials.
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.
10
<PAGE>
ANNUAL REPORT
A copy of the Company's Annual Report to Shareholders for the fiscal
year ended December 31, 1999, 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, 1999, 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: March 28, 2000
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 3, 2000, 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 - Thomas J. Winkel
5 - Kenneth D. Larson 6 - Terry E. Branstad
7 - Charles A. Elliott
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY
listed to the left to vote for all
(except as nominees listed to the
specified below). 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 ___________________ NO. OF SHARES
Indicate changes below:
Address Change? [ ] Name Change? [ ]
[ ]
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.
