<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:
[ ] 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 240.14a-11(c) or 240.14a-12
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):
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<PAGE> 2
2700 CALIFORNIA STREET
TORRANCE, CALIFORNIA 90503
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 18, 1998
The Annual Meeting of Shareholders of Edelbrock Corporation, a Delaware
corporation ("Edelbrock" or the "Company"), will be held at the Edelbrock
Corporation Shock Absorber Complex, 2301 Dominguez Way, Torrance, California, at
9:30 a.m., Pacific Standard Time, on November 18, 1998 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, 1999.
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The close of business on October 9, 1998 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 1998 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,
Cathleen Edelbrock-Ford
October 16, 1998 Vice-President of Advertising/Corporate
Secretary
<PAGE> 3
EDELBROCK CORPORATION
2700 CALIFORNIA STREET
TORRANCE, CALIFORNIA 90503
---------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 18, 1998
---------------
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 Edelbrock Corporation Shock Absorber Complex,
2301 Dominguez Way, Torrance, California, on Wednesday, November 18, 1998, 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 16, 1998.
VOTING RIGHTS AND VOTE REQUIRED. Shareholders of record on October 9,
1998, the record date, are entitled to vote at the meeting. On September 28,
1998, 5,248,316 shares of Common Stock were outstanding.
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 9, 1998 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 49.6% 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 but one of whom is currently a
director, to hold office until the 1999 Annual Meeting and until their
successors are elected and qualified. E.A. Breitenbach, currently a director of
the Company is not standing for re-election. 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 49.6% of the
outstanding Common Stock, has informed the Company that such trusts intend to
vote for each of the seven nominees first named below. See "Voting Securities
and Principal Holders thereof."
<TABLE>
<CAPTION>
NAME AGE POSITION
- - ---- ------ -------------------------------------------------------------
<S> <C> <C>
O. Victor Edelbrock.............. 62 Chairman, President and Chief Executive Officer
Jeffrey L. Thompson.............. 45 Executive Vice-President, Chief Operating Officer and
Director
Aristedes T. Feles............... 31 Vice-President of Finance, Chief Financial Officer and
Director
Cathleen Edelbrock-Ford.......... 38 Vice-President of Advertising, Secretary and Director
Jerry Herbst..................... 60 Director
Alexander Michalowski............ 62 Director
Richard M. Wilbur................ 62 Director
Timothy D. Pettit................ 41 Nominee
</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 Cathleen Edelbrock-Ford.
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 is a Certified Public Accountant and has
been a director of the Company since July 1996.
Cathleen Edelbrock-Ford has been Vice-President of Advertising for the
Company since 1993 and Secretary since July 1996. Prior to 1993, Ms.
Edelbrock-Ford was Director of Advertising (since 1987), and has served in
various other capacities with the Company (since 1978). Ms. Edelbrock-Ford has
served as director of the Company since 1994. Ms. Edelbrock-Ford is the daughter
of O.Victor Edelbrock Jr., and Nancy Edelbrock.
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 director of Coast Resorts, Inc. 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 a Certified Public Accountant and recently retired as the Chairman of
the Board of Liberty National Bank (since 1982).
Timothy D. Pettit has been nominated to serve as a director of the Company.
Mr. Pettit owns and serves as Vice President of Big Sky Distributors, LLC and
Big Sky Holdings, LLC. He is a Certified Public Accountant and currently the
Managing Partner of Raimondo Pettit Group, and was a former Managing Partner at
BDO Seidman, LLP.
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, Herbst,
Michalowski 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.
Herbst, Michalowski and Wilbur.
3
<PAGE> 6
The Audit Committee, consisting of Messrs. Herbst, Thompson, Michalowski 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 thirteen meetings during fiscal 1998. Mr.
Michalowski attended fewer than 75% of the aggregate of the fiscal 1998 meetings
of the Board of Directors and all committees on which he served as director.
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 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. Herbst, Wilbur, Michalowski, 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. Herbst, Michalowski 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. Edelbrock, Herbst, Michalowski
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. Herbst, Michalowski
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 Mayberry, 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 1998 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 increase in revenue and net income
over the previous fiscal year.
O. Victor Edelbrock, Chairman
Jerry Herbst
Richard M. Wilbur
Alexander (Mike) Michalowski
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 1998 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, Global
Motorsports Inc. (formerly Custom Chrome Inc.), Deflecta-Shield Corporation
("Deflecta-Shield"), and Lund International Holdings Inc. ("Lund International")
as its peer group for purposes of this performance comparison (the "Peer
Group"). However, effective December 30, 1997, Lund International acquired 100%
of the outstanding shares of Deflecta-Shield Common Stock, thereby leaving two
companies in its peer group. The returns of each company in the Peer Group have
been weighted annually for their market capitalization.
<TABLE>
<CAPTION>
10/19/94 06/30/95 06/30/96 06/30/97 06/30/98
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Edelbrock Corporation $ 100.00 $ 108.00 $ 140.00 $ 172.00 $ 141.00
NASDAQ Composite Index $ 100.00 $ 121.13 $ 153.77 $ 190.45 $ 245.87
Industry Peer Group $ 100.00 $ 99.72 $ 96.80 $ 74.26 $ 66.76
</TABLE>
6
<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, 1998 (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
of 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 1998 $335,940 $300,000 0 $53,904 (1)
President and Chief 1997 326,195 300,000 0 43,142 (1)
Executive Officer 1996 310,686 300,000 0 10,860 (1)
Jeffrey L. Thompson 1998 241,342 120,750 0 908 (2)
Executive Vice President, 1997 234,345 120,750 0 819 (2)
Chief Operating Officer 1996 223,190 115,000 0 741 (2)
Ronald L. Webb 1998 210,575 45,400 0 0
Executive Vice-President, 1997 210,575 43,200 0 0
Edelbrock Foundry Corp. 1996 200,550 40,000 0 0
Wayne P. Murray 1998 144,942 36,290 0 0
Vice-President of 1997 138,065 34,560 0 0
Manufacturing 1996 131,484 32,000 0 0
Jack B. Mayberry 1998 116,406 9,350 0 0
Vice-President of Research and 1997 108,260 8,500 0 0
Development 1996 (3) 75,000 5,000 10,000 0
</TABLE>
- - ----------
(1) This amount represents premiums paid on two life insurance policies on the
life of Mr. Edelbrock.
(2) This amount represents premiums paid on two life insurance policies on the
life of Mr. Thompson.
(3) Mr. Mayberry has been employed by Edelbrock Corporation since September
1995.
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<PAGE> 11
OPTION GRANTS. There were no option grants made during the fiscal year
ended June 30, 1998.
OPTION EXERCISES AND FISCAL YEAR-END VALUES. Shown below is information
with respect to unexercised options to purchase Common Stock of the Company
granted in fiscal 1998 and prior years to the Named Officers.
<TABLE>
<CAPTION>
Number of Value of Unexercised,
Unexercised In-the-Money
Options at Options at
Shares Value Fiscal Year-End (#) Fiscal Year-End ($)
Acquired on Realized Exercisable/ Exercisable/
Name Exercise (#) ($) Unexercisable (1) Unexercisable
- - ------------------- ------------ -------- ------------------------ ---------------------
<S> <C> <C> <C> <C>
O. Victor Edelbrock 0 0 16,875 / 11,250 $86,484 / $57,656
Jeffrey L. Thompson 0 0 25,500 / 17,000 $130,688 / $87,125
Ronald L. Webb 0 0 27,053 / 0 $138,647 / $0
Wayne P. Murray 0 0 10,443 / 6,962 $53,520 / $35,680
Jack B. Mayberry 0 0 2,000 / 8,000 $3,250 / $13,000
</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 28, 1998, 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)....................... 2,604,158 49.6%
Nancy Edelbrock (3)................................ 2,604,158 49.6
Vic and Nancy Edelbrock Inter Vivos Trust,
dated December 19, 1995 (4).................... 771,625 14.7
Edelbrock Corp. Employee Stock
Ownership Plan (5)............................. 822,996 15.7
Wayne P. Murray (6)................................ 823,196 15.7
Christina Lee Edelbrock (7)........................ 882,129 16.8
Tim Pettit (8)..................................... 822,996 15.7
Vic Edelbrock, Sr. Will Marital
Deduction Fund (9)............................. 801,500 15.3
Vic Edelbrock, Sr. Will Residuary Fund (10)........ 562,500 10.7
DIRECTORS AND DIRECTOR NOMINEES OTHER THAN
MR. EDELBROCK AND MR. PETTIT
E. A. Breitenbach (11)............................. 1,000 *
Cathleen Edelbrock-Ford (12)....................... 65,236 1.2
Aristedes T. Feles (13)............................ 25 *
Jerry Herbst....................................... 1,000 *
Jeffrey L. Thompson (14)........................... 20,744 *
Alexander (Mike) Michalowski....................... 4,500 *
Richard M. Wilbur.................................. 1,000 *
NAMED OFFICERS OTHER THAN DIRECTORS
Ronald L. Webb..................................... 1,000 *
All Directors and Officers as a group
(13 persons) (2)(3)(6)(12)(13)(14)(15).......... 3,280,121 62.5
</TABLE>
- - ----------
* Less than one percent.
10
<PAGE> 13
(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, 160,033 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 41,529 and 4,923 shares attributable
to Mr. Murray's and Ms. Edelbrock's respective beneficial interests in
the ESOP.
(6) Includes 823,196 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 41,729 shares of which 41,529 shares are attributable
to Mr. Murray's beneficial interest in the ESOP.
(7) Includes 823,196 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 59,133 shares, of which 4,923 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 823,196 shares held by the ESOP of which Mr. Pettit is a
trustee. Mr. Pettit, who is a nominee to the Board of Directors 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) Mr. Breitenbach is not standing for re-election to the Board of
Directors.
(12) Includes 13,816 shares of which 10,016 shares are attributable to Ms.
Edelbrock-Ford's interest in the ESOP and 51,420 shares attributable to
Ms. Edelbrock-Ford's interest in the Cathleen Edelbrock Trust.
(13) Consists of 25 shares attributable to Mr. Feles' beneficial interest in
the ESOP.
(14) Consists of 20,744 shares of which 20,244 shares are attributable to Mr.
Thompson's beneficial interest in the ESOP.
(15) Includes 235,058 shares attributable to the directors' and officers'
beneficial interests in the ESOP.
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 49.6% 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 19, 1998 to be included in the Company's
proxy statement and form of proxy relating to that meeting.
Appropriate proposals of shareholders intended to be presented at the
Company's 1999 Annual Meeting without inclusion in the proxy statement must be
received by the Company by September 1, 1999. If the date of the next Annual
Meeting is advanced or delayed by more than 30 calendar days from the date of
the Annual Meeting to which this proxy statement relates, the Company shall, in
a timely manner, inform its shareholders of the change, and the date by which
proposals of shareholders must be received.
12
<PAGE> 15
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
Cathleen Edelbrock-Ford
Vice-President of Advertising/Corporate
Secretary
October 16, 1998
13
<PAGE> 16
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 18, 1998 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, Cathleen
Edelbrock-Ford, Timothy D. Pettit, Jerry Herbst, Alexander Michalowski and
Richard M. Wilbur
2. APPROVAL OF APPOINTMENT OF AUDITORS, BDO SEIDMAN, L.L.P.
[ ] 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.
<PAGE> 17
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:____________________________, 1998
________________________________________
(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.
