<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
/X/ Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
EDELBROCK 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):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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.:
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(3) Filing Party:
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(4) Date Filed:
----------------------------------------------------------------------
<PAGE> 2
[EDELBROCK LETTERHEAD]
2700 CALIFORNIA STREET
TORRANCE, CALIFORNIA 90503
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 26, 1996
The Annual Meeting of Shareholders of Edelbrock Corporation, a
Delaware corporation ("Edelbrock" or the "Company"), will be held at the
Torrance Marriott Hotel, 3635 Fashion Way, Torrance, California, at 9:30 a.m.,
Pacific Standard Time, on November 26, 1996 for the following purposes:
(1) To elect eight directors of the Company for the ensuing year.
(2) To approve the appointment of BDO Seidman, LLP as the
Company's independent auditors for the fiscal year ending June
30, 1997.
(3) To transact such other business as may properly come before
the meeting or any adjournment thereof.
The close of business on October 18, 1996 has been fixed as the record
date for determination of those shareholders entitled to vote at the meeting.
Only holders of record of shares of Edelbrock Common Stock on that date will be
entitled to vote.
A list of the shareholders entitled to vote at the meeting may be
examined at the Company's principal executive offices, which are located at
2700 California Street, Torrance, California, during the ten-day period
preceding the meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE
COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY. THE PROXY IS REVOCABLE AT
ANY TIME. IF YOU ARE PRESENT AT THE MEETING, YOU MAY WITHDRAW YOUR PROXY AND
VOTE IN PERSON IF YOU SO DESIRE.
The Company's Annual Report for its 1996 fiscal year is being mailed
to shareholders and accompanies these proxy materials. The Annual Report
contains financial and other information about the Company, but is not
incorporated in the Proxy Statement and is not deemed a part of the proxy
soliciting material.
By Order of the Board of Directors,
/s/ CATHLEEN A. EDELBROCK
-------------------------
Cathleen A. Edelbrock
Vice-President of Advertising/
October 25, 1996 Corporate Secretary
<PAGE> 3
EDELBROCK CORPORATION
2700 CALIFORNIA STREET
TORRANCE, CALIFORNIA 90503
____________________________________
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 26, 1996
____________________________________
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation
of proxies on behalf of the Board of Directors of Edelbrock Corporation, a
Delaware corporation ( "Edelbrock" or the "Company"), for use at its Annual
Meeting of Shareholders to be held at the Torrance Marriott Hotel, 3635 Fashion
Way, Torrance, California, on Tuesday, November 26, 1996, at 9:30 a.m., and any
and all adjournments thereof.
This Proxy Statement and the related proxy are first being mailed to
shareholders commencing on or about October 25, 1996.
VOTING RIGHTS AND VOTE REQUIRED. Shareholders of record on October
18, 1996, the record date, are entitled to vote at the meeting. On that date,
5,241,604 shares of Common Stock were outstanding and entitled to vote.
The presence at the Annual Meeting, in person or by proxy, of the
holders of a majority of the shares of Common Stock outstanding at the close of
business on October 18, 1996 will constitute a quorum. Under the Delaware
General Corporation Law and the Company's Certificate of Incorporation, for
each share of Common Stock held, each shareholder is entitled to cast one vote
in favor of a nominee for each of the eight directorships to be filled. On all
other matters each shareholder is entitled to cast one vote for each share of
Common Stock held. The nominee for each directorship receiving the highest
number of votes cast will be elected whether or not such nominee receives the
vote of a majority of the shares represented and entitled to vote at the
meeting. Ratification of the appointment of BDO Seidman, LLP as independent
auditors will require the affirmative vote of a majority of the shares of
Common Stock represented and entitled to vote at the meeting. Abstentions are
counted for purposes of determining the number of shares represented and
entitled to vote at the meeting. However, abstentions are not counted in
determining the number of shares voting "FOR" an item of business and,
therefore, have the same effect as a vote "AGAINST" a business item. Broker
non-votes are counted for purposes of determining the number of shares
represented and entitled to vote at the meeting; however, the shares
represented thereby are not voted and do not represent a vote either "FOR" or
"AGAINST" an item of business.
1
<PAGE> 4
Any person giving a proxy pursuant to this Proxy Statement may revoke
it at any time before it is exercised at the meeting by filing with the
Secretary of the Company an instrument revoking it or by a duly executed proxy
bearing a later date. In addition, if the person executing the proxy is
present at the meeting, he or she may vote his or her shares in person.
Proxies in the form enclosed, if duly signed and received in time for voting,
and not so revoked, will be voted at the meeting in accordance with the
directions specified therein. If no directions are specified, proxies will be
voted in favor of each of the proposals and for the nominees for election of
directors set forth herein or their respective substitutes and, at the
discretion of the proxy holders, on all other matters that may properly come
before the Annual Meeting and any adjournment thereof. O. Victor Edelbrock,
Jr., Chairman of the Board, President and Chief Executive of the Company, is
the trustee of various trusts, which in the aggregate own approximately 49.7%
of the outstanding Common Stock. Mr. Edelbrock has advised the Company that
such trusts intend to vote for each of the nominees named herein and for the
ratification of BDO Seidman, LLP as independent auditors. See "Voting
Securities and Principal Holders Thereof."
Management knows of no business to be brought before the meeting other
than the matters described in this Proxy Statement. However, if any other
matters of which management is not now aware are properly presented for action,
it is the intention of the proxy holders named in the enclosed proxy to vote on
such matters in accordance with their discretion pursuant to such proxy.
BUSINESS TO BE TRANSACTED
1. ELECTION OF DIRECTORS.
Eight directors are to be elected at the Annual Meeting. It is the
intention of the proxy holders named in the enclosed proxy to vote such proxies
for the eight nominees first named below, all of which are currently directors,
to hold office until the 1997 Annual Meeting and until their successors are
elected and qualified. If it is determined prior to the meeting that any
nominee will be unable to serve as a director, the proxy holders reserve the
right to substitute a nominee and vote for another person of their choice in
the place of any nominee unable so to serve, unless the Board of Directors
reduces the size of the Board of Directors prior to the meeting to eliminate
the position of any such nominee. O. Victor Edelbrock, as trustee of various
trusts, which in the aggregate own approximately 49.7% of the outstanding
Common Stock, has informed the Company that such trusts intend to vote for each
of the eight nominees first named below. See "Voting Securities and Principal
Holders thereof."
<TABLE>
<CAPTION>
NAME AGE POSITION
- - ---- --- --------
<S> <C> <C>
O. Victor Edelbrock . . . . . . . . . 60 Chairman, President and
Chief Executive Officer
Jeffrey L. Thompson . . . . . . . . . 43 Executive Vice-President,
Chief Operating Officer
and Director
Aristedes T. Feles . . . . . . . . . 29 Vice-President of Finance,
Chief Financial Officer and
Director
Camee Edelbrock . . . . . . . . . . . 36 Vice-President of
Advertising, Secretary
and Director
E. A. Breitenbach . . . . . . . . . . 59 Director
Jerry Herbst . . . . . . . . . . . . 58 Director
Alexander Michalowski . . . . . . . . 60 Director
Richard M. Wilbur . . . . . . . . . . 60 Director
</TABLE>
O. Victor Edelbrock has been Chairman, President and Chief Executive
Officer of the Company since 1962. Mr. Edelbrock is the husband of Nancy
Edelbrock and the father of Camee Edelbrock.
Jeffrey L. Thompson has been the Executive Vice-President/General
Manager and Chief Operating Officer of the Company since December 1988. He is
also a member of the board of directors of the Specialty Equipment Market
Association. Mr. Thompson has been a director of the Company since 1994.
2
<PAGE> 5
Aristedes T. Feles has been the Vice-President of Finance and Chief
Financial Officer since July 1996 and was previously Controller for the Company
since 1992. Prior to 1992, Mr. Feles was employed as a senior accountant at BDO
Seidman, LLP (since 1989). Mr. Feles has been a director of the Company since
July 1996.
Camee Edelbrock has been Vice-President of Advertising for the Company
since 1993 and Secretary since July 1996. Prior to 1993, Ms. Edelbrock was
Director of Advertising (since 1987), and has served in various other capacities
with the Company (since 1978). Ms. Edelbrock has served as director of the
Company since 1994. Ms. Edelbrock is the daughter of O. Victor Edelbrock Jr.,
and Nancy Edelbrock.
E. A. Breitenbach has served as a director of the Company since 1994.
Dr. Breitenbach is a consultant in the Petroleum Industry and recently retired
as the Chairman, President and Chief Executive Officer (since 1968) of
Scientific Software - Intercomp. Inc. in Denver, Colorado. Dr. Breitenbach is
the President of the Society of Petroleum Engineers and is the recipient of the
1996 John Franklin Carl award.
Jerry Herbst has served as a director of the Company since 1994. Mr.
Herbst has owned and served as the Chief Executive Officer of Terrible Herbst,
Inc. and Herbst Supply Co., Inc. (gas and autowash service stations) since
1959. Mr. Herbst is also a general partner of Gold Coast Hotel & Casino in Las
Vegas, Nevada. He has served as a director of Bank of America Nevada (formerly
Valley Bank) (since 1977) and a director of Nevada Power Company (since 1990).
Alexander Michalowski has served as a director of the Company since
March 1995. In 1995 he retired as President of Magneti Marelli, U.S.A. Inc., a
wholly owned subsidiary of Fiat S.P.A. where he served in various capacities
since 1981.
Richard M. Wilbur has served as a director of the Company since 1994.
Mr. Wilbur is sole shareholder of R.M. Wilbur, Certified Public Accountants.
Mr. Wilbur has served as Chairman of the Board of Liberty National Bank (since
1982) and is the owner of GOLFAMERICA (since 1993).
BOARD COMMITTEES AND MEETINGS. The Company has standing Executive,
Compensation and Audit Committees. The Board of Directors has no nominating
committee.
The Executive Committee, consisting of Messrs. Edelbrock, Thompson and
Feles, has all authority, consistent with the Delaware General Corporation Law,
as may be granted to it by the Board. Accordingly, the Executive Committee may
have and may exercise all the powers and authority of the Board in the
oversight of the management of the business and affairs of the Company, except
that the Executive Committee will not have the power (except, to the extent
authorized by a resolution of the Board) to amend the Company's Certificate of
Incorporation or Bylaws, to fix the designations, preferences, and other terms
of any preferred stock of the Company, adopt an agreement of merger or
consolidation, authorize the issuance of stock, declare a dividend or recommend
to the shareholders of the Company the sale, lease or exchange of all or
substantially all of the Company's property and assets, a dissolution of the
Company or a revocation of such a dissolution.
The Compensation Committee, consisting of Messrs. Edelbrock,
Breitenbach, Herbst and Wilbur, reviews executive salaries and administers the
bonuses of the Company and approves the salaries and other benefits of the
executive officers of the Company. In addition, the Compensation Committee
consults with the Company's management regarding pension and other benefit
plans and compensation policies and practices of the Company. The Company's
1994 Incentive Equity Plan and 1994 Stock Option Plan for Non-Employee
Directors are administered by a committee of the Board of Directors consisting
of Messrs. Breitenbach, Herbst and Wilbur.
3
<PAGE> 6
The Audit Committee, consisting of Messrs. Herbst, Thompson and
Wilbur, reviews the professional services to be provided by the Company's
independent auditors. The Audit Committee also reviews the scope of the audit
by the Company's independent auditors, the annual financial statements of the
Company, the Company's system of internal accounting controls and such other
matters with respect to the accounting, auditing and financial reporting
practices and procedures of the Company as it may find appropriate or as may be
brought to its attention.
Director Nomination Procedures. The Bylaws provide that nominations
for election of directors by the shareholders are to be made by the Board or by
any shareholder entitled to vote in the election of directors generally. The
Bylaws require that shareholders intending to nominate candidates for election
as directors deliver written notice thereof to the Secretary of the Company not
later than 60 days in advance of the meeting of shareholders; provided,
however, that in the event that the date of the meeting is not publicly
announced by the Company by inclusion in a report filed with the Securities and
Exchange Commission or furnished to shareholders, by mail, press release or
otherwise, more than 75 days prior to the meeting, notice by the shareholders
to be timely must be delivered to the Secretary of the Company not later than
the close of business on the tenth day following the day on which such
announcement of the date of the meeting was so communicated. The Bylaws
further require that the notice by the shareholder set forth certain
information concerning such shareholder and the shareholder's nominees,
including their names and addresses, a representation that the shareholder is
entitled to vote at such meeting and intends to appear in person or by proxy at
the meeting to nominate the person or persons specified in the notice, the
class and number of shares of the Company's stock owned or beneficially owned
by such shareholder, a description of all arrangements or understandings
between the shareholder and each nominee, such other information as would be
required to be included in a proxy statement soliciting proxies for the
election of the nominees of such shareholder and the consent of each nominee to
serve as a director of the Company if so elected. The chairman of the meeting
may refuse to acknowledge the nomination of any person not made in compliance
with these requirements.
The Board of Directors held five meetings during fiscal 1996. Mr.
Michalowski attended fewer than 75% of the aggregate of the fiscal 1996
meetings of the Board of Directors and all committees on which such director
served.
EXECUTIVE COMPENSATION
DIRECTOR EXPENSES. All non-employee directors are reimbursed for
their out-of-pocket expenses incurred in connection with attendance at meetings
of, and other activities relating to, serving on the Board or any Board
Committee plus $500.00 per diem. Employee directors are not compensated.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. The
Compensation Committee consists of four directors. Currently, the members of
the Compensation Committee are Messrs. Breitenbach, Herbst, Wilbur, each
non-employee directors of the Company, and Mr. Edelbrock, President and Chief
Executive Officer of the Company. The Company's 1994 Incentive Equity Plan and
1994 Stock Option Plan for Non-Employee Directors are administered by a
committee consisting of Messrs. Breitenbach, Herbst and Wilbur. None of the
executive officers of the Company serves as a director of another corporation
in a case where an executive officer of such other corporation serves as a
director of the Company.
4
<PAGE> 7
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION. The
Compensation Committee is comprised of four members (Messrs. Breitenbach,
Edelbrock, Herbst and Wilbur). The Compensation Committee is responsible for
making recommendations to the Board of Directors regarding employee
compensation. A committee of the Board of Directors consisting of Messrs.
Breitenbach, Herbst and Wilbur (all of which are members of the Compensation
Committee) administers the Company's 1994 Incentive Equity Plan ("Incentive
Plan") and 1994 Stock Option Plan for Non-Employee Directors (Such committee
together with the Compensation Committee shall be referred to as the
"Committee" for purposes of this Report).
In exercising its overall responsibility, the Committee's goal is to
closely ally the interests of management and shareholders. The Committee
members therefore believe that the short and long-term financial performance of
the Company should be a key determinant of executive officer compensation. In
addition, the members of the Committee believe that the Company's ability to
attract and retain outstanding executive officers and other senior personnel in
a highly competitive environment is extremely important to the future of the
Company.
Executive Compensation Policies. As determined by the Committee, an
executive officer's total compensation package is comprised of three
components: (1) base salary, (2) bonuses and (3) stock options.
The base salary and certain bonus arrangements for the Named Officers,
on Page 8 of this document with the exception of Messrs. Murray and Hollis, are
determined by employment agreements entered into between the Company and the
respective executives. In considering base salary for executive officers and
for purposes of determining annual base salary increases for those Named
Officers with whom the Company has an employment agreement, the Committee
considers a number of factors including the executive's level of
responsibility, achievements, and present and future value to the Company
relative to comparable positions at other companies in the specialty
performance aftermarket parts industry.
In addition to base salary, executive officers are eligible to receive
annual bonuses, which may be determined at the discretion of the Board of
Directors. In determining bonuses within its discretion, the Board, acting
upon the recommendation of the Committee, will consider the overall operating
performance of the Company during the period, as well as the position and
responsibility of the executive and the executive's service and contributions
to the Company during the year.
In addition to salary and bonus, executives are also granted stock
options including options under the Company's Incentive Plan. Stock options
are intended to assist in encouraging executive officers as well as other key
management employees to acquire a proprietary interest in the Company through
ownership of its Common Stock. The Company views stock options as yet another
method to bring together the interests of management and shareholders on a
long-term basis. Strong financial performance by the Company over time can be
expected to lead to stock price appreciation, enabling the Company's executives
to participate in such appreciation, should it be realized.
In considering which employees, including executive officers, who are
to receive stock option grants, as well as the number of options to be granted,
the Committee considers such employee's position and responsibility, the
service, and accomplishment of such employee, the employee's present and future
value to the Company, as well as the anticipated length of the employee's
future value to the Company, as well as the anticipated length of the
employee's future service to the Company.
Additional information concerning the salary, bonus and stock option
grants for the Company's executive officers can be found in the tables
appearing elsewhere in this Proxy Statement under the caption "Executive
Compensation."
5
<PAGE> 8
In fulfilling its responsibilities, the Committee's goal is to closely
ally the interest of management and the Company's shareholders. The Committee
therefore believes that the short and long-term financial performance of the
Company should be a key determinant of overall executive compensation.
Compensation of Chief Executive Officer. The existing compensation
arrangements for the CEO are largely determined by an Employment Agreement
entered into between Mr. Edelbrock and the Company. This agreement, which runs
to June 30, 1999 provides for a base salary of $300,000 per year, with annual
raises to be determined by the Committee or Board, and an annual bonus to be
determined each year in good faith by the Committee or Board utilizing such
factors as Mr. Edelbrock's performance and the Company's financial performance.
The Committee determined to award Mr. Edelbrock with a bonus equal to $300,000
for fiscal year 1996 based upon Mr. Edelbrock's performance as CEO for the year
and the Company's favorable financial performance for the year, which was
evidenced by, among other things, substantial increases in revenue and net
income over the previous fiscal year.
O. Victor Edelbrock, Chairman
E. A. Breitenbach
Jerry Herbst
Richard M. Wilbur
6
<PAGE> 9
PERFORMANCE GRAPH. Rules adopted by the Securities and Exchange
Commission (the "Commission") require that the Company include in this Proxy
Statement a line-graph presentation comparing cumulative shareholder returns
from the date of the Company's initial public offering through the end of
fiscal year 1996 on an indexed basis with the NASDAQ National Market System and
either a nationally recognized industry standard or an index of peer companies
selected by the Company. The Company has chosen a group of three companies,
Custom Chrome, Inc., Deflecta-Shield Corp., and Lund International Holdings
Inc. ("Lund International") as its peer group for purposes of this performance
comparison (the "Peer Group"). Lund International was added to the Company's
Peer Group in 1996 to replace ABS Industries, Inc. due to the substantial
decline of ABS Industries, Inc.'s market capitalization during the fiscal year.
In accordance with Commission rules, the returns of the former peer group
consisting of Custom Chrome, Inc., Deflecta-Shield Corp., and ABS Industries
Inc. (the "Former Peer Group") are set forth below. The returns of each
company in the Peer Group and the Former Peer Group have been weighted annually
for their market capitalization.
[GRAPH]
<TABLE>
<CAPTION>
10/19/94 06/30/95 06/30/96
-------------------------------------------
<S> <C> <C> <C>
Edlebrook Corporation $ 100.00 $ 108.00 $ 104.00
NASDAQ Composite Index $ 100.00 $ 121.13 $ 153.77
Industry Peer Group $ 100.00 $ 99.72 $ 96.80
Former Industry Peer Group $ 100.00 $ 91.35 $ 75.33
</TABLE>
7
<PAGE> 10
EXECUTIVE COMPENSATION. The following table sets forth the names
of the persons who were, at the completion of the Company's most recent fiscal
year on June 30, 1996 (i) the Chief Executive Officer of the Company and (ii)
the four most highly compensated executive officers of the Company other than
the Chief Executive Officer (collectively, the "Named Officers"). All of the
Named Officers received their compensation shown in the following table from
the Company for services to the Company and, in certain cases, subsidiary
companies other than the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
-------------------
Long Term
Compensation
------------
Stock Option
Awards All Other
Name and Principal Position Year Salary Bonus (in shares) Compensation
--------------------------- ---- ------ ----- ----------- ------------
<S> <C> <C> <C> <C> <C>
O. Victor Edelbrock
President and Chief Executive 1996 $310,402 $300,000 0 $10,860(1)
Officer 1995 317,628 300,000 28,125 10,860(1)
1994 378,333 500,000 0 10,860(1)
Jeffrey L. Thompson
Executive Vice-President, Chief 1996 223,018 115,000 0 741(2)
Operating Officer 1995 205,429 115,000 42,500 670(2)
1994 177,767 100,000 0 608(2)
Ronald L. Webb
Executive Vice-President, 1996 200,550 40,000 0 0
Edelbrock Foundry Corp. 1995 201,323 35,000 27,053 0
1994 174,165 18,500 0 184,500(3)
Anthony S. Hollis
Vice-President Finance and 1996 188,260 28,620 0 0
Secretary(4) 1995 180,708 28,620 15,568 0
1994 169,447 26,500 0 0
Wayne P. Murray
Vice-President of Manufacturing 1996 160,811 32,000 0 0
1995 123,119 32,000 17,405 0
1994 115,574 29,000 0 0
</TABLE>
_____________________
(1) This amount represents premiums paid on a life insurance policy on the life
of Mr. Edelbrock.
(2) This amount represents premiums paid on two life insurance policies on the
life of Mr. Thompson.
(3) Amount consists of compensation in respect of services provided in prior
fiscal years that was paid $61,500 in fiscal 1994 and $123,000 in fiscal
1995.
(4) Mr. Hollis retired from the Company on June 30, 1996.
8
<PAGE> 11
OPTION GRANTS. There were no option grants made during the fiscal year
ended June 30, 1996.
OPTION EXERCISES AND FISCAL YEAR-END VALUES. Shown below is information
with respect to unexercised options to purchase Common Stock of the Company
granted in fiscal 1996 and prior years to the Named Officers.
<TABLE>
<CAPTION>
Number of Value of Unexercised,
Unexercised In-the-Money
Options at Options at
Shares Value Fiscal Year-End (#) Fiscal Year-End ($)
Acquired on Realized Exercisable/ Exercisable/
Name Exercise (#) ($) Unexercisable (1) Unexercisable
-------- -------------- ----------- ---------------------- ---------------------
<S> <C> <C> <C> <C>
O. Victor Edelbrock 0 0 5,625/22,500 $28,125/$112,500
Jeffrey L. Thompson 0 0 8,500/34,000 $42,500/$170,000
Ronald L. Webb 0 0 5,411/21,642 $27,053/$108,210
Anthony S. Hollis 0 0 3,114/12,454 $ 15,568/$62,270
Wayne P. Murray 0 0 3,481/13,924 $ 17,405/$69,620
</TABLE>
EMPLOYMENT AGREEMENTS. The Company has entered into an employment
agreement with O. Victor Edelbrock for a term expiring on June 30, 1999,
pursuant to which he will serve as President and Chief Executive Officer of the
Company and President of Edelbrock Foundry Corp. The employment agreement
provides for a base salary of $300,000 per year, with annual raises to be
determined by the Compensation Committee or Board, and an annual bonus to be
determined each year in good faith by the Compensation Committee or Board
utilizing such factors as Mr. Edelbrock's performance and the Company's and
Edelbrock Foundry Corp.'s financial performance. Upon termination of Mr.
Edelbrock's employment during this term of the employment agreement for any
reason other than "cause," death or voluntary termination, the Company will be
obligated to make a lump sum severance payment in an amount equal to the then
current annual base compensation plus an amount equal to the bonus paid for the
year prior to such termination.
The Company has also entered into similar employment agreements with
Messrs. Thompson and Webb, each having a term expiring in June 30, 1999.
Pursuant to their employment agreements, Messrs. Thompson and Webb are entitled
to base salaries of $215,000 and $200,000, respectively. Messrs. Thompson and
Webb will also be entitled to annual bonus to be determined each year at the
good faith discretion of the Compensation Committee or Board, utilizing such
factors as such employee's performance and the financial performance of the
Company.
9
<PAGE> 12
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF. The following table sets
forth certain information known to the Company, with respect to beneficial
ownership of the Company's Common Stock as of September 26, 1996, by (i) each
person known by the Company to be the beneficial owner of more than 5% of the
Common Stock, (ii) each director of the Company, (iii) each of the Named
Officers and (iv) all directors and officers of the Company. Except as listed
below, based on information furnished by such owners, each person has sole
investment and voting power with respect to such shares, subject to community
property laws where applicable. The address of each of the 5% Shareholders
named below is the Company's principal executive office.
<TABLE>
<CAPTION>
Shares Beneficially
Owned (1)
-------------------
5% SHAREHOLDERS Number Percent
--------------- ----------- -------------------
<S> <C> <C>
O. Victor Edelbrock, Jr. (2) . . . . . . . . . . . . . . 2,604,131 49.7%
Nancy Edelbrock (3) . . . . . . . . . . . . . . . . . . . 2,604,131 49.7
Vic and Nancy Edelbrock Inter Vivos Trust,
dated December 19, 1995 (4) . . . . . . . . . . . . . 771,625 14.7
Edelbrock Corp. Employee Stock
Ownership Plan (5) . . . . . . . . . . . . . . . . . 928,150 17.7
Wayne P. Murray (6) . . . . . . . . . . . . . . . . . . . 928,350 17.7
Christina Lee Edelbrock (7) . . . . . . . . . . . . . . . 984,477 18.8
Tim Pettit (8) . . . . . . . . . . . . . . . . . . . . . 928,150 17.7
Vic Edelbrock, Sr. Will Marital
Deduction Fund (9) . . . . . . . . . . . . . . . . . 801,500 15.3
Vic Edelbrock, Sr. Will Residuary Fund (10) . . . . . . . 562,500 10.7
DIRECTORS OTHER THAN
MR. EDELBROCK
-------------
E. A. Breitenbach . . . . . . . . . . . . . . . . . . . . 0 0
Camee Edelbrock (11) . . . . . . . . . . . . . . . . . . 65,226 1.2
Aristedes T. Feles . . . . . . . . . . . . . . . . . . . 0 0
Jerry Herbst . . . . . . . . . . . . . . . . . . . . . . 1,000 *
Jeffrey L. Thompson (12) . . . . . . . . . . . . . . . . 20,719 *
Alexander (Mike) Michalowski . . . . . . . . . . . . . . 4,500 *
Richard M. Wilbur . . . . . . . . . . . . . . . . . . . . 1,000 *
NAMED OFFICERS OTHER THAN DIRECTORS
-----------------------------------
Ronald L. Webb . . . . . . . . . . . . . . . . . . . . . 1,000 *
Anthony S. Hollis (13) . . . . . . . . . . . . . . . . . 86,644 1.7
All Directors and Officers as a group
(14 persons) (2)(3)(6)(7)(11)(12)(13)(14) . . . . . . 3,389,775 64.7
</TABLE>
- - -------------------
10
<PAGE> 13
* Less than one percent.
(1) Beneficial ownership is determined in accordance with Rule 13d-3 under
the Securities Exchange Act of 1934, as amended.
(2) Includes 771,625 shares owned by the Vic and Nancy Edelbrock Inter
Vivos Trust, 160,006 shares attributable to Mr. Edelbrock's beneficial
interest in the Edelbrock Corp. Employee Stock Ownership Plan ("ESOP"),
801,500 shares owned by the Vic Edelbrock, Sr. Will Marital Deduction
Fund, 562,500 shares owned by the Vic Edelbrock, Sr. Will Residuary
Fund, 51,420 shares owned by the Sean Michael Robb Trust, 51,410 shares
owned by the Alexander Edelbrock Wilson Trust, 51,420 shares owned by
the Courtney Isom Trust, 51,410 shares owned by the Carey Edelbrock
Robb Trust, 51,420 shares owned by the Cathleen Edelbrock Trust and
51,410 shares owned by the Christina Edelbrock Wilson Trust. Mr.
Edelbrock is the trustee of the above trusts. Mr. Edelbrock disclaims
beneficial ownership of such shares owned by the Vic Edelbrock, Sr.
Will Marital Deduction Fund, the Sean Michael Robb Trust, the Alexander
Edelbrock Wilson Trust, the Courtney Isom Trust, the Carey Edelbrock
Robb Trust, the Cathleen Edelbrock Trust and the Christina Edelbrock
Wilson Trust.
(3) Includes 771,625 shares owned by the Vic and Nancy Edelbrock Inter
Vivos Trust. Also includes 2,600,650 shares owned by other trusts of
which Ms. Edelbrock's spouse, O. Victor Edelbrock, Jr., is trustee
(see note 2). Ms. Edelbrock disclaims beneficial ownership of such
shares.
(4) O. Victor Edelbrock, Jr. and Nancy Edelbrock are trustees of, and
beneficiaries under, such trust.
(5) Wayne P. Murray, Christina Lee Edelbrock and Tim Pettit are trustees
of the ESOP. The trustees disclaim beneficial ownership of such shares
held by the ESOP except to the extent of 41,510 and 4,917 shares
attributable to Mr. Murray's and Ms. Edelbrock's respective beneficial
interests in the ESOP.
(6) Includes 928,150 shares held by the ESOP of which Mr. Murray is a
trustee. Mr. Murray disclaims beneficial ownership of such shares
except to the extent of 41,710 shares of which 41,510 shares are
attributable to Mr. Murray's beneficial interest in the ESOP.
(7) Includes 928,150 shares held by the ESOP of which Ms. Edelbrock is a
trustee. Ms. Edelbrock disclaims beneficial ownership of such shares
except to the extent of 56,327 shares, of which 4,917 shares are
attributable to Ms. Edelbrock's beneficial interest in the ESOP and
51,410 shares which are attributable to Ms. Edelbrock's interest in
the Christina Edelbrock Wilson Trust.
(8) Includes 928,150 shares held by the ESOP of which Mr. Pettit is a
trustee. Mr. Pettit, who is a Certified Public Accountant and not an
employee of the Company, disclaims beneficial ownership of such
shares.
(9) O. Victor Edelbrock, Jr. is trustee of the trust. He disclaims
beneficial ownership to such shares.
(10) O. Victor Edelbrock, Jr. is trustee of such trust.
(11) Includes 13,806 shares of which 10,006 shares are attributable to Ms.
Edelbrock's interest in the ESOP and 51,420 shares attributable to Ms.
Edelbrock's interest in the Cathleen Edelbrock Trust.
(12) Consists of 20,719 shares of which 20,219 shares are attributable to
Mr. Thompson's beneficial interest in the ESOP.
(13) Includes 86,644 shares of which 81,644 are attributable to Mr. Hollis'
interest in the ESOP. Mr. Hollis retired from the Company on June 30,
1996.
(14) Includes 316,582 shares attributable to the directors' and officers'
beneficial interests in the ESOP.
CERTAIN TRANSACTIONS
The Company was indebted to the Edelbrock Children's Trust in the
principal amount of $78,000 as of June 30, 1995 pursuant to the terms of a
promissory note between the Company and the trust. Jerry Herbst is trustee of,
and Christina Edelbrock and Carey Edelbrock Robb are beneficiaries under the
trust. This note was paid in full in May, 1996.
11
<PAGE> 14
2. SELECTION OF AUDITORS
The Board of Directors has appointed an Audit Committee, whose members and
functions are described above under "Board Committees and Meetings." Upon
recommendation of the Audit Committee, the Board of Directors has appointed the
firm of BDO Seidman, LLP as auditors for the current fiscal year. BDO Seidman,
LLP has served as auditors of the Company since fiscal year 1994. A proposal
that the appointment of BDO Seidman, LLP be ratified will be submitted to
Shareholders at the meeting, and the Board of Directors recommends ratification
of the appointment. O. Victor Edelbrock, as trustee of various trusts which in
the aggregate own approximately 49.7% of the outstanding Common Stock has
informed the Company that such trusts intend to vote for ratification of the
appointment of BDO Seidman, LLP.
The Audit Committee of the Company's Board of Directors has approved a
policy which states that the Company's principal independent accountants may be
engaged to perform any service normally provided by accounting firms to
publicly held clients, provided that management is satisfied that the
independence requirements of the American Institute of Certified Public
Accountants and the Securities and Exchange Commission have been met. The
Audit Committee, after reviewing compliance with this policy, has approved all
services rendered.
Representatives of BDO Seidman, LLP are expected to be present at the
Annual Meeting and will have the opportunity to make a statement if they desire
to do so and are expected to be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO RATIFY THE
APPOINTMENT OF BDO SEIDMAN, LLP.
SHAREHOLDER PROPOSALS
Any shareholder proposal intended to be presented at the Company's next
Annual Meeting of Shareholders must be received by the Company at its principal
executive offices on or before June 27, 1997 to be included in the Company's
proxy statement and form of proxy relating to that meeting.
SOLICITATION OF PROXIES
The Company will bear the costs of soliciting proxies from its
shareholders on behalf of the Board of Directors. In addition to the use of
the mails, proxies may be solicited by the directors, officers and employees of
the Company by personal interview, telephone or telegram. Such directors,
officers and employees will not be additionally compensated for such
solicitation, but may be reimbursed for out-of-pocket expenses incurred in
connection therewith. Arrangements will also be made with brokerage houses and
other custodians, nominees and fiduciaries for the forwarding of solicitation
material to the beneficial owners of the Company's Common Stock held of record
by such persons, and the Company will reimburse such brokerage houses,
custodians, nominees and fiduciaries for reasonable out-of-pocket expenses
incurred in connection therewith.
By Order of the Board of Directors
/s/ CATHLEEN A. EDELBROCK
----------------------------------
Cathleen A. Edelbrock
Vice-President of Advertising/
Corporate Secretary
October 25, 1996
12
<PAGE> 15
PROXY PROXY
EDELBROCK CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints O. Victor Edelbrock and Jeffrey L.
Thompson, and each of them, as attorneys-in-fact and proxies of the
undersigned, with full powers of substitution, and hereby authorizes them to
represent and to vote as designated below all shares of Common Stock of
Edelbrock Corporation which the undersigned is entitled to vote at the Annual
Meeting of Shareholders to be held on November 26, 1996 or any adjournment
thereof.
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the to vote for all
contrary below) [ ] nominees below [ ]
O. Victor Edelbrock, Jeffrey L. Thompson, Aristedes T. Feles, Camee Edelbrock,
E.A. Breitenbach, Jerry Herbst, Alexander Michalowski and Richard M. Wilbur
2. APPROVAL OF APPOINTMENT OF AUDITORS [ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting.
4. Place an "X" in the box if you plan on attending the shareholder
meeting. [ ]
CONTINUED, AND TO BE SIGNED AND DATED, ON REVERSE SIDE.
13
<PAGE> 16
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2 ON THE REVERSE. THIS
PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED. IN THE ABSENCE OF CONTRARY DIRECTIONS, THIS PROXY WILL BE VOTED
FOR THE NOMINEES LISTED ABOVE AND FOR PROPOSAL 2.
The undersigned hereby ratifies and confirms all that said
attorneys-in-fact and proxies shall lawfully do or cause to be done by virtue
hereof, and hereby revokes any and all proxies heretofore given by the
undersigned to vote at the Annual Meeting or any adjournment thereof. The
undersigned acknowledges receipt of notice of said meeting and the proxy
statement accompanying such notice.
Dated:___________________, 1996
__________________________________
(Signature)
__________________________________
(Signature)
Please sign exactly as name(s) are
shown. When shares are held by
joint tenants, both should sign.
When signing as attorney,
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate
name by president or other
authorized officer. If a
partnership, please sign in
partnership name.
PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY
IN THE ENCLOSED ENVELOPE.
14
