<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _________ TO _________
COMMISSION FILE NUMBER 1-6615
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
CALIFORNIA 95-2594729
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
7800 WOODLEY AVENUE
VAN NUYS, CALIFORNIA 91406
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
(818) 781-4973
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL
REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DURING THE PRECEDING 12 MONTHS AND (2) HAS BEEN
SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.
YES [X] NO [ ]
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S
CLASSES OF COMMON STOCK, AS OF THE LAST PRACTICABLE DATE.
CLASS OF COMMON STOCK OUTSTANDING AT JULY 31, 2000
--------------------- ----------------------------
$.50 PAR VALUE 25,888,222
<PAGE> 2
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2000
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Part I - Financial Information
Item 1 - Financial Statements
Consolidated Condensed Statements of Income ............................................. 1
Consolidated Condensed Balance Sheets ................................................... 2
Consolidated Condensed Statements of Cash Flows ......................................... 3
Consolidated Condensed Statements of Shareholders' Equity ............................... 4
Notes to Consolidated Condensed Financial Statements .................................... 5
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations ........................................................ 9
Part II - Other Information
Item 4 - Submission of Matters to a Vote of Security Holders ............................... 12
Item 6 - Exhibits and Reports on Form 8-K .................................................. 13
Signatures ................................................................................. 13
</TABLE>
<PAGE> 3
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
PART I - FINANCIAL INFORMATION
ITEM 1. - FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
2000 1999 2000 1999
---------------------- ----------------------
<S> <C> <C> <C> <C>
Net Sales .................................. $175,817 $155,029 $331,207 $291,938
Cost of Sales .............................. 137,309 121,052 259,865 229,310
-------- -------- -------- --------
Gross Profit ............................... 38,508 33,977 71,342 62,628
Selling, General and Administrative Expenses 5,317 5,236 10,395 10,367
-------- -------- -------- --------
Income From Operations ..................... 33,191 28,741 60,947 52,261
Non-Operating Income / Expense:
Interest income, net .................... 1,740 1,437 3,580 2,486
Miscellaneous expense, net .............. 1,366 509 2,678 1,149
-------- -------- -------- --------
374 928 902 1,337
Income Before Provision for Income Taxes ... 33,565 29,669 61,849 53,598
Provision for Income Taxes ................. 11,664 10,458 21,493 18,893
-------- -------- -------- --------
Net Income ................................. $ 21,901 $ 19,211 $ 40,356 $ 34,705
======== ======== ======== ========
Earnings Per Share - Basic ................. $ 0.84 $ 0.71 $ 1.54 $ 1.28
======== ======== ======== ========
Earnings Per Share - Diluted ............... $ 0.83 $ 0.71 $ 1.53 $ 1.28
======== ======== ======== ========
Dividends Declared Per Share ............... $ 0.10 $ 0.09 $ 0.19 $ 0.17
======== ======== ======== ========
</TABLE>
See accompanying Notes to Consolidated Condensed Financial Statements
1
<PAGE> 4
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in thousands, except par value and share data)
<TABLE>
<CAPTION>
June 30 December 31
ASSETS 2000 1999
--------- ---------
(Unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents ............................... $ 89,395 $ 108,081
Accounts receivable, net ................................ 131,629 107,032
Inventories ............................................. 47,455 39,488
Other current assets .................................... 8,989 9,139
--------- ---------
Total current assets .............................. 277,468 263,740
Property, Plant and Equipment, net ......................... 180,675 163,113
Other Long-term Assets ..................................... 30,885 33,615
--------- ---------
Total Assets ............................................... $ 489,028 $ 460,468
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable ........................................ $ 57,300 $ 45,454
Accrued liabilities ..................................... 40,266 41,060
Current portion of capitalized leases ................... 333 333
--------- ---------
Total current liabilities ......................... 97,899 86,847
Long-term Liabilities ...................................... 13,285 13,603
Deferred Income Taxes ...................................... 6,582 6,932
Shareholders' Equity
Preferred stock, par value $25.00,
1,000,000 shares authorized, none issued ............. -- --
Common stock, par value $.50,
100,000,000 shares authorized ........................ 12,958 13,227
Accumulated other comprehensive income .................. (17,369) (15,114)
Retained earnings ....................................... 375,673 354,973
--------- ---------
Total shareholders' equity ........................ 371,262 353,086
Total Liabilities and Shareholders' Equity ................. $ 489,028 $ 460,468
========= =========
</TABLE>
See accompanying Notes to Consolidated Condensed Financial Statements
2
<PAGE> 5
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
Six Months Ended
-------------------------
2000 1999
--------- ---------
<S> <C> <C>
Net Cash Provided by Operating Activities ....................... $ 31,378 $ 37,931
Cash Flows from Financing Activities:
Repurchases of common stock .................................. (15,566) (10,099)
Cash dividends paid .......................................... (4,734) (4,351)
Other, net ................................................... 422 43
--------- ---------
Net Cash Used in Financing Activities ..................... (19,878) (14,407)
--------- ---------
Cash Flows from Investing Activities:
Additions to property, plant and equipment ................... (30,240) (15,632)
Other, net ................................................... 54 (519)
--------- ---------
Net Cash Used in Investing Activities ..................... (30,186) (16,151)
--------- ---------
Net Increase (Decrease) in Cash and Cash Equivalents ............ (18,686) 7,373
Cash and Cash Equivalents at Beginning of Period ................ 108,081 86,566
--------- ---------
Cash and Cash Equivalents at End of Period ...................... $ 89,395 $ 93,939
========= =========
</TABLE>
See accompanying Notes to Consolidated Condensed Financial Statements
3
<PAGE> 6
SUPERIOR INDUSTRIES, INC.
CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)
(Dollars in thousand, except share data)
<TABLE>
<CAPTION>
Common Stock Accumulated
-------------------------- Additional Other
Number of Paid-In Retained Comprehensive
Shares Amount Capital Earnings Income Total
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balances at
December 31, 1999 26,454,219 $ 13,227 $ 0 $ 354,973 $ (15,114) $ 353,086
Comprehensive income:
Net income -- -- -- 40,356 -- 40,356
Foreign currency
translation adjustment -- -- -- -- (2,255) (2,255)
Comprehensive income -- -- -- -- -- 38,101
Cash dividends declared
($.19/share) -- -- -- (4,946) -- (4,946)
Repurchases of
common stock (580,300) (290) (566) (14,710) -- (15,566)
Stock options exercised,
including related
tax benefit 42,303 21 566 -- -- 587
----------- ----------- ----------- ----------- ----------- -----------
Balances at
June 30, 1999 25,916,222 $ 12,958 $ 0 $ 375,673 $ (17,369) $ 371,262
=========== =========== =========== =========== =========== ===========
</TABLE>
See accompanying Notes to Consolidated Condensed Financial Statements
4
<PAGE> 7
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2000
(UNAUDITED)
1. Nature of Operations
Our principal business is the design and manufacture of motor vehicle
parts and accessories for sale to original equipment manufacturers (OEM)
and the automotive aftermarket, on an integrated one-segment basis. We
are one of the largest suppliers of cast and forged aluminum wheels to
the world's leading automobile and light truck manufacturers, with wheel
manufacturing operations in the United States, Mexico and Hungary.
Customers in North America represent the principal market for our
products, with approximately 10% of our products, on an annual basis,
being exported to international customers or delivered to their assembly
operations in the United States.
We are in the process of expanding our operations into the aluminum
suspension and related underbody components to compliment our OEM
aluminum wheel business. A dedicated manufacturing site has been acquired
and expansion of the existing facility has been approved. Senior
manufacturing, engineering and marketing personnel have been hired to
operate the new suspension business. We have won contracts to manufacture
front upper control arm/bracket assemblies for certain 2002, 2003 and
2004 model year vehicles. We believe that production of these products
can begin relatively quickly.
General Motors and Ford represented approximately 87% of our annual sales
in 1999. The loss of all or a substantial portion of our sales to these
two customers would have a significant adverse impact on our financial
results until the lost volume could be replaced. We do not believe this
represents a material risk due to excellent long-term relationships with
both, including multi-year contractual arrangements. During the current
quarter, we began shipments pursuant to the recently announced renewed
relationship with DaimlerChrysler.
The availability and demand for aluminum wheels are subject to
unpredictable factors, such as changes in the general economy, the
automobile industry, the price of gasoline and consumer interest rates.
The raw materials used in producing our products are readily available
and are obtained through numerous suppliers with whom we have established
trade relations.
2. Presentation of Consolidated Condensed Financial Statements
During interim periods, Superior Industries International, Inc. and its
subsidiaries follow the accounting policies set forth in its Annual
Report to Shareholders and apply appropriate interim financial reporting
standards, as indicated below. Users of financial information produced
for interim periods are encouraged to refer to the notes contained in the
1999 Annual Report to Shareholders when reviewing interim financial
results.
5
<PAGE> 8
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000
(UNAUDITED)
Interim financial reporting standards require us to make estimates that
are based on assumptions regarding the outcome of future events and
circumstances not known at that time, including the use of estimated
effective tax rates. Inevitably, some assumptions may not materialize and
unanticipated events and circumstances may occur which vary from those
estimates and such variations may significantly affect our future
results.
In our opinion, the accompanying unaudited consolidated condensed
financial statements have been prepared in accordance with the Securities
and Exchange Commission's requirements of Form 10-Q and contain all
adjustments, of a normal and recurring nature, which are necessary for a
fair presentation of i) the consolidated condensed statements of income
for the three and six months ended June 30, 2000 and 1999, ii) the
consolidated condensed balance sheets at June 30, 2000 and December 31,
1999, iii) the consolidated condensed statements of cash flows for the
six months ended June 30, 2000 and 1999, and iv) the consolidated
condensed statements of shareholders' equity at June 30, 2000 and
December 31, 1999.
3. Earnings Per Share
Basic earnings per share is computed by dividing net income for the
period by the weighted average number of common shares outstanding for
the period, or 26,070,000 and 27,001,000 for the three months ended June
30, 2000 and 1999 and 26,165,000 and 27,033,000 for the six months ended
June 30, 2000 and 1999, respectively. For purposes of calculating
"diluted" earnings per share, net income is divided by the total of the
weighted averaged shares outstanding plus the dilutive effect of our
outstanding stock options ("common stock equivalents"), or 26,322,000 and
27,092,000 for the three months ended June 30, 2000 and 1999 and
26,349,000 and 27,134,000 for the six months ended June 30, 2000 and
1999, respectively.
4. Accounting Matters
New Accounting Standards - In 1998, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standard No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("FAS
133"), requiring that an entities to recognize at fair value all
derivative instruments as either assets or liabilities in the statement
of financial position. This statement was amended in 1999 by Statement
No. 137, "Accounting for Derivative Instruments and Hedging Activities -
Deferral of the Effective Date of FAS No. 133" ("FAS 137"), and
implementation of FAS No. 133 was delayed until years beginning after
June 15, 2000. In 2000, the Financial
6
<PAGE> 9
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000
(UNAUDITED)
Accounting Standards Board issued Statement of Financial Accounting
Standard No. 138, "Accounting for Certain Derivative Instruments and
Certain Hedging Activities (an amendment of FAS 133)". We do not
anticipate the adoption of FAS 133, as amended, to have a material effect
on our consolidated financial statements.
5. Accounts Receivable
The following is a summary of our consolidated accounts receivable:
(Thousands of dollars)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
--------- ------------
<S> <C> <C>
Accounts Receivable:
Trade $ 104,664 $ 86,481
Due from joint venture 9,913 8,764
Other 18,392 13,155
--------- ---------
132,969 108,400
Allowance for Doubtful Accounts (1,340) (1,368)
--------- ---------
$ 131,629 $ 107,032
</TABLE>
6. Inventories
The following is a summary of our consolidated inventories: (Thousands of
dollars)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
------- ------------
<S> <C> <C>
Raw materials $18,844 $10,748
Work in process 12,922 10,908
Finished goods 15,689 17,832
------- -------
$47,455 $39,488
</TABLE>
7
<PAGE> 10
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000
(UNAUDITED)
7. Property, Plant and Equipment
Property, plant and equipment, net consists of the following:
(Thousands of dollars)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
--------- ------------
<S> <C> <C>
Land and buildings $ 52,275 $ 51,180
Machinery and equipment 309,988 306,641
Leasehold improvements and others 5,961 4,472
Construction in progress 48,319 26,135
--------- ---------
416,543 388,428
Accumulated depreciation (235,868) (225,315)
--------- ---------
$ 180,675 $ 163,113
</TABLE>
Depreciation expense was $5.8 million and $7.0 million for the three
month periods ended June 30, 2000 and 1999, respectively, and $12.7
million and $14.2 million for the six month periods ended June 30, 2000
and 1999, respectively.
8. Contingencies
We are party to various legal and environmental proceedings incidental to
our business. Certain claims, suits and complaints arising in the
ordinary course of business have been filed or are pending against us.
Based on facts now known to us, we believe all such matters are
adequately provided for, covered by insurance or, if not so covered or
provided for, are without merit, or involve such amounts that would not
materially adversely affect our consolidated results of operations and
cash flows or financial position.
8
<PAGE> 11
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Our consolidated net sales for the second quarter of 2000 increased $20.8
million, or 13.4%, to a new quarterly record of $175.8 million from $155.0
million in the second quarter a year ago. OEM net sales increased $25.1 million,
or 17.0%, to $172.8 million compared to $147.7 million in the 1999 period, while
OEM unit shipments for the same period increased 7.2% over the prior year to
3,238,000, also a new quarterly record. Sales dollars in the current period
increased at a greater rate than unit shipments due principally to the increase
in average selling prices caused by a higher pass-through price of aluminum to
our customers, and to a higher percentage of chrome plated and polished wheels.
The OEM unit shipment increase of 7.2% over the prior year compares favorably to
the 5.8% growth in North American vehicle production during the same period,
indicating a continued increase in market share. For the model year 1999,
industry-wide aluminum wheel penetration rates increased approximately 54%,
continuing a long-term upward trend. Unit increases were experienced in both
passenger car and light truck styles.
Consolidated net sales for the six months ended June 30, 2000 increased $39.3
million, or 13.5%, to $331.2 million from $291.9 million a year ago. OEM net
sales increased $46.6 million, or 16.7%, to $325.0 million from $278.4 million
in 1999, as unit shipments increased 8.8%. As indicated above for the second
quarter, the unit shipment increase translates to a higher increase in sales
dollars because of the higher pass-through aluminum prices and to a higher
percentage of chrome plating facility revenues.
Gross profit for the quarter increased to $38.5 million, or 21.9% of net sales,
compared to $34.0 million, or 21.9% of net sales, for the same period a year
ago. For the six-month period ended June 30, 2000, the gross margin increased to
$71.3 million, or 21.5% of net sales from $62.6 million, or 21.5% of net sales
in 1999. The aluminum content of selling prices to OEM customers is periodically
adjusted to current market conditions to offset the related increased cost
component. As the price of aluminum increases, the effect is to decrease the
overall gross margin percentage, although gross profit in absolute dollars
remains unchanged.
Selling, general and administrative expenses for the second quarter of 2000 were
$5.3 million, or 3.0% of net sales in 2000 compared to $5.2 million, or 3.4% of
net sales in 1999, which indicates a consistent selling, general and
administrative expense trend. For the six months ended June 30, 2000, these
expenses were $10.4 million or 3.1% of net sales compared to $10.4 million or
3.6% of net sales in the same period a year ago.
9
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SUPERIOR INDUSTRIES INTERNATIONAL, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Operating income for the second quarter increased $4.5 million, or 15.5%, to
$33.2 million from $28.7 million in the same period a year ago, due to the
improved gross margin explained above. Accordingly, the operating income margin
for the second quarter of 2000 was 18.9% of sales compared to 18.5% of sales in
the same period in 1999. On a year-to-date basis, operating income was up $8.7
million, or 16.6%, to $60.9 million or 18.4% of net sales, from $52.3 million or
17.9% of net sales a year ago.
Interest income for the second quarter increased to $1.8 million from $1.5
million a year ago, due principally to improved interest rates from a year ago.
For the six months ended June 30, 2000, interest income was $3.6 million
compared to $2.6 million a year ago. Miscellaneous expense for the second
quarter included pre-tax equity losses related to our fifty percent owned joint
ventures, start-up expenses associated with both our second wheel manufacturing
plant in Chihuahua, Mexico and with our aluminum automotive components facility
in Heber Springs, Arkansas and to foreign exchange losses.
As a result of the above, net income for the quarter increased $2.7 million, or
14%, to a new quarterly record of $21.9 million, or 12.5% of net sales, from
$19.2 million, or 12.4% of net sales last year. For the six months ended June
30, 2000, net income was $40.4 million compared to $34.7 million in 1999.
Diluted earnings per share for the second quarter of 2000, also a new quarterly
record, was $0.83, an increase of 16.9% over the $0.71 per diluted share in the
same period a year ago. On a year-to-date basis, a diluted earnings per share
was $1.53, an increase of 19.5% over the $1.28 per diluted share in 1999.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $31.4 million for the six months
ended June 30, 2000, compared to $37.9 million for the same period a year ago.
The $5.7 million increase in net income was offset by a higher funding
requirement for working capital, due principally to increases in accounts
receivable and inventories.
Our principal financing activities during the six months ended June 30, 2000
were to repurchase 580,300 shares of our common stock for $15.6 million and to
pay cash dividends on our common stock totaling $4.7 million. In March 2000, our
Board of Directors approved a 4.0 million share repurchase plan, bringing the
total authorized since September 1995 to 8.0 million shares, of which 4.2
million have now been repurchased. Similar financing activities during the same
period a year ago were for $10.1 million to repurchase common stock and $4.4
million to pay cash dividends.
The principal investing activity during the six month period ended June 30, 2000
was funding $30.2 million of capital expenditures principally for the new
Chihuahua, Mexico wheel plant, the new aluminum automotive components facility
in Heber Springs, Arkansas and capacity expansion projects at two of our
existing wheel plants. Similar investment activities during the same period a
year ago included $15.6 million of capital expenditures.
10
<PAGE> 13
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Working capital and the current ratio were $179.6 million and 2.8:1 versus
$176.9 million and 3.0:1 at June 30, 2000 and December 31, 1999, respectively,
and $165.2 million and 3.1:1, respectively, at June 30, 1999. Cash and
short-term investments as of June 30, 2000 were $89.4 million compared to $108.1
million at December 31, 1999 and $93.9 million at June 30, 1999. Our cash
position is forecasted to be more than sufficient to fund our working capital
and capital investment requirements for the remainder of the year.
CURRENCY RISK MANAGEMENT
The Company has foreign operations in Mexico and Hungary, which on occasion
require the transfer of funds denominated in their respective functional
currencies - the Mexican Peso and the German Deutsche Mark. In order to manage
our exposure to fluctuations in foreign currency exchange rates, we will
periodically utilize forward contract trading techniques. We do not, however,
utilize derivative financial instruments for trading purposes. At June 30, 2000,
the Company held open foreign currency (Deutsche Mark) forward contracts
totaling $10.4 million with an unrecognized net gain of approximately $232,000.
NEW ACCOUNTING STANDARDS
New Accounting Standards - In 1998, the Financial Accounting Standards Board
issued Statement Board issued Statement of Financial Accounting Standard No.
133, "Accounting for Derivative Instruments and Hedging Activities" ("FAS
derivative instruments as either assets or liabilities in the statement of
financial position. This statement was amended in 1999 by Statement No. 137,
"Accounting for Derivative Instruments and Hedging Activities - Deferral of the
Effective Date of FAS No. 133" ("FAS 137"), and June 15, 2000. In 2000, the
Financial
FORWARD LOOKING STATEMENTS
Some statements included in this filing which are not historical in nature are
forward looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward looking statements regarding our future
performance and financial results are subject to certain risks and uncertainties
that could cause actual results to differ materially from those discussed in
such forward looking statements due to a variety of factors including, among
others, changes in the condition of the industry, changes in general economic
conditions and the success of our strategic and operating plans.
11
<PAGE> 14
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Our Annual Meeting of Stockholders was held on May 15, 2000, for the purpose of
electing three Directors. Proxies for the meeting were solicited pursuant to
Section 14(a) of the Securities Exchange Act of 1934 and there was no
solicitation in opposition to management's solicitation. There were 26,118,349
shares of our common stock issued, outstanding and entitled to vote as of the
record date, March 15, 2000. There were present at the meeting, in person or by
proxy, the holders of 23,492,987 shares, representing 89.9% of the total shares
outstanding and entitled to vote at the meeting. Accordingly, 2,625,362 shares,
or 10.1% of this total, were not voted.
All of management's nominees for Director as listed in the proxy statement were
elected with the following vote:
<TABLE>
<CAPTION>
Shares Shares
Nominee Voted For Withheld
------- --------- --------
<S> <C> <C>
Jack H. Parkinson 23,260,160 232,827
Philip W. Colburn 23,274,158 218,829
R. Jeffrey Ornstein 23,282,539 210,448
</TABLE>
The following incumbent Directors will have their terms of office expire as of
the date of the Annual Meeting of Stockholders in the years indicated below:
<TABLE>
<CAPTION>
Incumbent Director Year
------------------ ----
<S> <C>
Sheldon I. Ausman 2001
V. Bond Evans 2001
Louis L. Borick 2002
Raymond C. Brown 2002
Steven J. Borick 2002
</TABLE>
12
<PAGE> 15
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
PART II - OTHER INFORMATION (CONTINUED)
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27 - Financial Data Schedule
b) Reports on Form 8-K - There were no reports on Form 8-K filed during the
three months ended June 30, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
(Registrant)
Date 8/10/00
-------
/s/ Louis L. Borick
----------------------------------------
Louis L. Borick
President and Chairman of the Board
Date 8/10/00
-------
/s/ R. Jeffrey Ornstein
----------------------------------------
R. Jeffrey Ornstein
Vice President and CFO
13
