SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange act of 1934
Filed by the Registrant ( )
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 Rule 14a-11(c) or Rule 14a-12
SYNALLOY 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 approximate box):
(x) $125 per Exchange Act Rules 0-11(c)(1)(ii),
14a-6(i)(1), or 14a6(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:
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2) Aggregate number of securities to which transaction
applies:
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3) Per unit price or other underlying value of trans
action 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:
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5) Total fee paid:
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( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided
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:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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<PAGE>
SYNALLOY CORPORATION
Post Office Box 5627
Spartanburg, South Carolina 29304
NOTICE OF ANNUAL MEETING
April 28, 1995
TO THE STOCKHOLDERS OF SYNALLOY CORPORATION
Notice is hereby given that the Annual Meeting of Shareholders of
Synalloy Corporation will be held at the general offices of the Company,
Croft Industrial Park, Spartanburg, South Carolina, on Friday, April
28, 1995, at 10:00 a.m. local time. The following three important
matters will be presented for your consideration:
(1) To elect five (5) directors to serve until the next annual meeting
of shareholders and until their successors are elected and qualified;
(2) To amend the 1994 Non-Employee Directors' Stock Option Plan to
eliminate certain requirements limiting the exercise of such options.
(3) To ratify the selection of Ernst & Young LLP, independent certified
public accountants, as independent auditors for fiscal year ending
December 30, 1995;
(4) To act upon such other matters as may properly come before the
meeting or any adjournment or adjournments thereof.
All of the above matters are more fully described in the accompanying
Proxy Statement.
Only shareholders of record at the close of business on March 10,
1995 are entitled to notice of and to vote at the meeting.
By Order of the Board of Directors
Cheryl C. Carter
Secretary
Spartanburg, South Carolina
March 31, 1995
Important: You are cordially invited to attend the meeting, but
whether or not you plan to attend, PLEASE VOTE, DATE, SIGN AND MAIL
the enclosed Proxy promptly. If you attend the meeting, you may
either vote by your proxy, or withdraw your proxy and vote in person.
The 1994 Annual Report on Form 10K is furnished herewith.
<PAGE>
SYNALLOY CORPORATION
CROFT INDUSTRIAL PARK
POST OFFICE BOX 5627
SPARTANBURG, SOUTH CAROLINA 29304
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 28, 1995
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Synalloy Corporation (the "Company")
of proxies to be voted at the Annual Shareholders' Meeting to be
held at the general offices of the Company, Croft Industrial Park,
Spartanburg, South Carolina, on Friday, April 28, 1995, at 10:00
a.m. local time, and at all adjournment(s) thereof.
The approximate date on which this Proxy Statement and the accompanying
proxy card are first being sent or given to stockholders is March
31, 1995.
Quorum and Vote Required. The presence, in person or by proxy, of
a majority of the outstanding shares of Common Stock of the Company
is necessary to constitute a quorum at the Annual Meeting.
Voting Rights. The securities which can be voted at the Annual Meeting
consist of Common Stock of the Company, $1.00 par value per share,
its only class of issued and outstanding capital stock. The record
date for determining the holders of Common Stock who are entitled
to notice of and to vote at the Annual Meeting is March 10, 1995.
On February 28, 1995, the Company had outstanding 4,801,778 (excluding
1,198,222 shares held in treasury) shares of Common Stock having
one (1) vote per share. Each shareholder of Common Stock is entitled
in respect to each matter to be voted on at the meeting to one (1)
vote per share, except that in the election of Directors shareholders
have cumulative voting rights.
Each shareholder of Common Stock entitled to vote for the election
of Directors shall have the right to cumulate his votes either (1)
by giving to one candidate as many votes as shall equal the shares
owned by such holder, or (2) by distributing his votes on the same
principle among any number of candidates. Any shareholder who intends
to so vote his shares shall either (1) give written notice of such
intention to the Secretary of the Company not less than forty-eight
(48) hours before the time fixed for the Annual Meeting, or (2) announce
his intention in such meeting before the voting for Directors shall
commence. If a shareholder gives notice of his intention to cumulate
his votes, all shareholders entitled to vote at the meeting shall
without further notice be entitled to cumulate their votes.
Cost of Solicitation. The entire cost of soliciting these proxies
will be borne by the Company. The Company may make arrangements
with brokerage houses, nominees, fiduciaries and other custodians
to send proxies and proxy material to beneficial owners of the Company's
stock and may reimburse them for their expenses in so doing. Proxies
may be solicited personally or by telephone, telegram or mail by
directors, officers and regular employees of the Company without
additional compensation for such services. Synalloy has engaged the
services of W. F. Doring & Company, a firm specializing in proxy
solicitation, to solicit proxies and to assist in the distribution
and collection of proxy material for a fee estimated at approximately
$2,500 plus reimbursement of out-of-pocket expenses.
Voting by Proxy. In voting by proxy with regard to the election
of directors, stockholders may vote in favor of all nominees, withhold
their votes as to all nominees or withhold their votes as to specific
nominees. Stockholders should specify their choices on the accompanying
proxy card. All properly executed proxy cards delivered by stockholders
to the Company and not revoked will be voted at the Annual Meeting
in accordance with the directions given. If no specific instructions
are given with regard to the matters to be voted upon, the shares
represented by a signed proxy card will be voted "FOR" the election
of all directors, approval to amend the 1994 Non-Employees Directors'
Stock Option Plan and to ratify the appointment of Ernst & Young
LLP as independent auditors. If any other matters properly come before
the Annual Meeting, the persons named as proxies will vote upon such
matters according to their judgment.
Revocability of Proxy. Any stockholder delivering a proxy has the
power to revoke it at any time before it is voted by giving written
notice to the Secretary of the Company, by a valid proxy bearing
a later date delivered to the Company or by attending the meeting
and voting in person.
STOCKHOLDERS' PROPOSALS FOR THE 1996 ANNUAL MEETING OF SHAREHOLDERS
Stockholders' proposals submitted pursuant to Rule 14a-8 of the Securities
Exchange Act of 1934 intended to be presented at the 1995 Annual
Meeting of Shareholders, tentatively scheduled for April 1996, must
be sent certified mail, return receipt requested and received at
the Company's Executive Offices, Post Office Box 5627, Spartanburg,
South Carolina 29304, addressed to the attention of the Secretary
by December 1, 1995 in order to be included in the Proxy Statement
and form of proxy relating to such meeting.
SECURITIES AND EXCHANGE COMMISSION ANNUAL REPORT
The Company's Annual Report to Stockholders including Form 10-K for
the year ended December 31, 1994, as filed with the Securities and
Exchange Commission, accompanies this Proxy Statement and is incorporated
by reference herein.
BENEFICIAL OWNERS OF MORE THAN FIVE (5%) PERCENT OF THE COMPANY'S
COMMON STOCK
The table below details certain information regarding any person
who is known by the Company to be the beneficial owner of more than
five (5%) percent of the Company's Common Stock as of February 28,
1995.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent of
Class
Beneficial Owner Beneficial Ownership
------------------- -------------------- -----------
<S> <C> <C>
T. Rowe Price 321,700 (1) 6.7
100 East Pratt Street
Baltimore, MD 21201
James G. Lane, Jr. 265,207 (2) 5.5
Post Office Box 5627
Spartanburg, SC 29304
Dimensional Fund Advisors, 248,855 (3) 5.2
Inc.
1299 Ocean Avenue,
Suite 650
Santa Monica, CA 90401
<FN>
(1)These securities are owned by various individual and institutional
investors, which T. Rowe Price Associates, Inc. ("Price Associates")
serves as investment adviser with power to direct investments and/or
shared power to vote the securities. For purposes of the reporting
requirements of the Securities Exchange Act of 1934, Price associates
is deemed to be beneficial owner of such securities; however, Price
Associates expressly disclaims that it is, in fact, the beneficial
owner of such securities. This information was obtained from Price
Associates' Schedule 13-G dated February 14, 1995.
(2)The aggregate number of shares of Common Stock owned beneficially
by Mr. Lane includes direct ownership of 177,133 shares; indirect
ownership of 3,574 shares held by the trustee under Synalloy's 401(k)/ESOP
Plan; 2,000 shares currently exercisable pursuant to the Company's
1988 Stock Option Plan; and 82,500 shares owned by his spouse of
which Mr. Lane disclaims beneficial ownership.
(3)Dimensional Fund Advisors, Inc. ("Dimensional"), a registered
investment advisor, is deemed to have beneficial ownership of 248,855
shares of Synalloy Common Stock as of December 31, 1994, all of which
shares are held in portfolios of DFA Investment Dimensions Group
Inc., a registered open-end investment company, or in a series of
the DFA Investment Trust Company, a Delaware business trust, or the
DFA Group Trust and DFA Participation Group Trust, investment vehicles
for qualified employee benefit plans, all of which Dimensional Fund
Advisors, Inc. serves as investment manager. Dimensional disclaims
beneficial ownership of all such shares. Dimensional has sole voting
power of 179,816 shares and shares voting power of an additional
69,039 shares with officers of the DFA Investment Trust Group. Dimensional
has sole dispositive power over all 248,855 shares. This information
was obtained from Dimensional's Schedule 13-G dated January 31, 1995.
</FN>
</TABLE>
ELECTION OF DIRECTORS (Item 1 on Proxy Card)
The Certificate of Incorporation of the Company provides that the
Board of Directors shall consist of not less than three nor more
than fifteen individuals. Upon recommendation of the Nominating Committee,
the Board of Directors fixed the number of directors constituting
the full Board at five members and recommends that the five nominees
listed in the table which follows be elected as directors to serve
for a term of one year until the next succeeding Annual Meeting and
until their successors are elected and qualified. Each of the nominees
has consented to be named in this Proxy Statement and to serve as
a director if elected.
If cumulative voting is not requested, the holders of the Board
of Directors' proxies will vote the proxies received by them for
the election as directors of the five persons named below. If cumulative
voting is requested, the holders of the Board of Directors' proxies
will vote the proxies received by them cumulatively for some or all
of the nominees in such manner as may be determined at the time by
the proxy holders.
While the Board of Directors expects that all of the nominees will
serve as directors, if, at the time of the Annual Meeting of Shareholders,
or any adjournment(s) thereof, a situation should arise making it
impossible for one or more of the nominees to serve, the holders
of the enclosed proxy will vote for such substitute nominee as the
Board of Directors recommends.
The Board of Directors recommends that stockholders vote "FOR" the
proposal to elect the five nominees listed below as directors of
the Company.
The election of directors requires the affirmative vote of the holders
of a plurality of votes given for each director to be elected.
The following table sets forth the names of nominees for director,
their age, the year in which they were first elected a director,
a brief description of their principal occupation and business experience
during the last five years, all directorships of publicly held companies
other than the Company, and the number of shares of the Company's
Common Stock beneficially owned by them directly or indirectly, as
of February 28, 1995, and certain other information. The Board Committee
assignments are as of February 28, 1995.
<TABLE>
<CAPTION>
Name, Age, Principal Director Common Stock
Occupation,Other Since Beneficially
Directorships and Owned as of
Other Information February 28, 1995
(Percent of Class)
------------------------ ------- -------------------
<S> <C> <C>
Sibyl N. Fishburn, age 59 1979 53,342 (1)(4)
Mrs. Fishburn is a graduate (1.1)
of Hollins College, Roanoke,
VA. She serves on the Board
of the Virginia Nature
Conservancy. Mrs. Fishburn
is a member of the Audit
and Nominating Committees.
Richard E. Ingram, age 53 1989 12,390 (2)(4)
Mr. Ingram has been Chairman (*)
of the Board of Builder Marts
of America, Inc. (BMA),
Greenville, SC, a national
distributor of lumber and
building materials, since
November 1988 and was Chief
Executive Officer until
November 1993. Since
November 1, 1993 he has been
President and Chief Executive
Office of Snyders Auto Sales,
a retail automobile dealer
in Greenville, SC. He is a
Director of Carolina First
Holding and Carolina First
Bank and Ingram Enterprises,
Inc.,a real estate development
company. He is a member of
the Executive,Nominating
and Compensation &Long-Term
Incentive Committees.
James G. Lane, Jr., age 61 1986 265,207(3)
Mr. Lane has served as Chief (5.5)
Executive Officer and Chairman
of the Board of the Company
since 1987. He also served as
President of Bristol Metals,
Inc., a subsidiary of
the Company, from
January 1988 to January 1,
1992. He is a member
of the Board of Directors of
The Sunbelt Companies, Inc.,
a public company that acquires
and operates building materials
retailers, headquartered in
Greenville, SC. He is a member
of the Executive and
Nominating Committees.
Glenn R. Oxner, age 56 1989 10,700 (4)
Mr. Oxner is Chairman and Chief (*)
Executive Officer of Edgar M.
Norris Co., Inc., an investment
securities company in Green-
ville,SC. From 1989 to 1992 Mr.
Oxner was Senior Vice President
of NationsBank, and Managing
Director of NationsBank Invest-
ment Banking Company. He was
Chairman of the Board of First
Tryon Securities, Charlotte, NC
from 1986 to 1989. He serves
on the Board of Piemonte
Foods Incorporated. He is a
member of the Audit and
Compensation & Long-Term
Incentive Committees.
Carroll D. Vinson, age 54 1987 2,150 (4)(5)
Mr. Vinson is President and a (*)
Director of Metropolitan Asset
Enhancement Group, a private
real estate holding company
affiliated with Insignia
Financial Group, Inc.
("Insignia") in Greenville,
SC. He is also owner of
C. D. Vinson & Associates,
a consulting firm. He was
President, Chief Executive
Officer and a Director of
Angeles Corporation, a real
estate investment company
in Los Angeles, CA. between
February 18, 1993 and
March 15, 1993. He was
previously employed by
Insignia first as President
and Chief Operating Officer
and then as President
and Chief Executive Officer
of Insignia Capital
Corporation until
February 15, 1993. Until
December 31, 1990, he was
President of U. S. Shelter
Corporation, a real estate
service company. He joined
U.S. Shelter in 1985 as Vice
President of Finance
and Treasurer. He is a member
of the Audit, Executive
and Compensation &
Long-Term Incentive Committees.
All Directors and Officers as 417,999(6)
a group(8 including those (8.7)
listed above)
<FN>
*Less than one percent (1%).
(1) Includes indirect ownership of 4,710 shares by spouse; 7,588
shares owned by the Estate of Sibyl Uhler, the mother of Mrs. Fishburn;
and 10,047 shares held in irrevocable trust over which Mrs. Fishburn
has certain powers.
(2) Includes indirect ownership of 2,500 shares held by Donna C.
Ingram Trust, 600 shares held in an IRA, and 490 shares held in the
Ingram Foundation.
(3) Includes indirect ownership of 3,574 shares held by the trustee
under Synalloy's 401(k)/ESOP Plan; 2,000 shares currently exercisable
pursuant to the Company's 1988 Stock Option Plan, and 82,500 shares
owned by his spouse.
(4) Includes options to purchase 200 shares exercisable pursuant
to the 1994 Non-Employee Directors' Stock Option Plan. If this plan
is amended as proposed, options for an additional 800 shares will
be exercisable.
(5) Includes indirect ownership by spouse of 1,050 shares.
(6) Includes 26,100 shares which are currently subject to exercisable
options, and 8,499 shares allocated under the Company's 401(k)/ESOP.
If the 1994 Non-Employee Directors' Stock Option Plan is amended
as proposed, an additional 3,200 shares will be subject to currently
exercisable options.
</FN>
</TABLE>
BOARD OF DIRECTORS AND COMMITTEES
The business and affairs of the Company are under the general management
of its Board of Directors as provided by the laws of Delaware and
the Bylaws of the Company. The Company has standing Executive, Audit,
Compensation & Long-Term Incentive, and Nominating Committees of
the Board of Directors.
The members of the Executive Committee are James Lane*, Richard Ingram
and Carroll Vinson. This Committee exercises the authority of the
Board of Directors in the management of the business of the Company
between the meetings of the Board of Directors. However, this Committee
shall not have, among other powers, the authority to amend the Certificate
of Incorporation or Bylaws, to adopt an agreement of merger or consolidation,
to recommend to the shareholders the sale, lease or exchange of the
Company's property and assets, to declare a dividend, or to authorize
the issuance of stock. During the past fiscal year, this Committee
met one time.
The Audit Committee members are Glenn Oxner*, Sibyl Fishburn and
Carroll Vinson. This Committee makes recommendations to the Board
of Directors regarding the selection of independent auditors; reviews
the independence of such auditors; approves the scope of the annual
audit activities of the independent auditors; approves the rendering
of any material non-audit services; approves the audit fee payable
to the independent auditors; reviews audit results; and reviews the
expense accounts of Company officers. During the past fiscal year,
this Committee held three meetings.
The Compensation & Long-Term Incentive Committee, currently comprised
of Richard Ingram*, Carroll Vinson, and Glenn Oxner, is responsible
for reviewing and making recommendations to the Board related to
salaries, wages, bonuses and benefits for officers of the Company
and for administering the Company's stock option program including
the granting of options thereunder. This Committee held two meetings
during the last fiscal year.
The Nominating Committee is comprised of James Lane*, Richard Ingram
and Sibyl Fishburn. This Committee is responsible for reviewing and
recommending changes in size and composition of the Board of Directors
and evaluating and recommending candidates for election to the Company's
Board. This Committee met once in 1994. The Nominating Committee
will consider nominees recommended by shareholders if the recommendations
are forwarded to the Secretary of the Company for transmission to
the Nominating Committee not less than 30 days nor more than 60 days
prior to the meeting, and are otherwise in compliance with the Company's
Bylaws. The Committee routinely meets at the regular quarterly meeting
of the Board of Directors next preceding the Annual Meeting. Nominations
for election as Directors may also be made from the floor at the
Annual Meeting of Shareholders provided such nominations are in accordance
with the notice procedures set in the Company's Bylaws.
During fiscal year 1994, the Board of Directors met four times. All
members of the Board attended 75% or more of the aggregate of the
total number of meetings of the Board of Directors and of the committees
of the Board on which they served.
Directors who are not employees of the Company presently receive
a fee of $1,000 for attendance at each meeting of the Board of Directors,
a $6,000 annual retainer fee, and reimbursement for travel and other
expenses related to attendance at meetings. Committee members presently
receive a fee of $500 for each meeting attended which is not held
on the same day as a Board meeting. Effective April 1995, the annual
retainer will increase to $8,000 annually. The Director who is an
employee is not paid extra compensation for his service on the Board
or any committee of the Board.
*Denotes chairman of respective committee.
COMPLIANCE WITH SECTION 16(a)
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and any persons who own
more than 10% of the common stock of the Company to file with the
Securities and Exchange Commission and the Nasdaq National Market
System reports of ownership and changes in ownership of common stock.
Officers and directors are required by SEC regulation to furnish
the Company with copies of all Section 16(a) forms they file. Based
solely on review of the copies of such reports furnished to the Company
or written representation that no other reports were required, the
Company believes that, during 1994, all filing requirements applicable
to its officers and directors were complied with except that Richard
E. Ingram, Director, inadvertently filed late one report covering
two transactions; and Herbert B. Moore, Jr., President of Blackman
Uhler Chemical, inadvertently filed one report late covering one
transaction.
THE BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The basic policies that determine cash compensation for the Company's
executive officers were formulated in 1987. Some factors that were
considered in developing the policies were as follows. The Company
had suffered net losses in each of the previous five years. Return
on average equity had been below 10% in 14 of the previous 19 years.
The Chemical Segment incurred a loss in 1986 and sales were lower
than 10 years earlier. The Metals Segment had losses for each of
the prior four years. Management changes included a new Chief Executive
Officer, a new President for the Chemical Division and restructuring
of management that increased the responsibility and authority of
certain senior managers.
The cash compensation policies implemented in 1987 were intended
to provide senior managers, including the executive officers, with
strong motivation to strive diligently to produce and maintain a
high level of profitability. The principal elements of the policies
are as follows. Base salaries are increased only as a result of
promotions or to establish parity among senior managers. The intent
is to provide senior managers with base salaries lower than their
peers in comparable companies. Offsetting the low salaries are short-term
incentive plans that provide cash bonuses equal to a percent of profits
before income taxes in excess of a predetermined percentage of equity.
Subsidiary and divisional senior managers participate in profit sharing
pools determined solely by the performance of their respective subsidiary
or division while the Chief Executive Officer's bonus is based on
consolidated profitability. The overall effect is to make every senior
manager's cash compensation highly dependent on the profitability
of the unit for which they work. No performance criteria except profits
as related to equity were used to determine 1994 compensation for
the Chief Executive Officer and other executive officers.
The Summary Compensation Table and Notes thereto provide details
of the short-term incentives covering the Chief Executive Officer
and other executive officers for each of the past three years. It
also shows for each of the past three years the portion of cash compensation
representing bonuses dependent upon profitability.
The Committee believes that the price of the Company's stock in the
long run will reflect the Company's growth and profitability. The
short-term incentives described above motivate senior management
to strive for such growth and profitability.
A long-term incentive is also provided to senior managers that links
their interests directly to those of the Company's shareholders.
Options are granted to executive officers under a qualified stock
option plan that only rewards them if the price of the Company's
stock increases after the dates on which the options are granted.
The Committee believes that the incentive programs provided to senior
managers have contributed significantly to the Company's improved
financial performance since 1987. The Committee reviews the compensation
of the Company's executive officers annually and believes such compensation
has been fair to both the executives and the Company's shareholders.
The Compensation & Long-Term Incentive Committee
Richard E. Ingram, Chairman
Glenn R. Oxner
Carroll D. Vinson
Common Stock Performance
As part of the executive compensation information presented in this
Proxy Statement, the Securities and Exchange Commission requires
a five-year comparison of stock performance for the Company with
stock performances of a broad equity market index and an index of
appropriate similar companies. The Company has selected as a broad
equity market index comparison the S&P 500. Because the Company is
in two distinctly different businesses, there is no similar industry
"peer" group with which to compare. Thus, the Company has selected
as the most appropriate peer group the Russell 2000 which is an index
of companies with comparable market capitalizations.
<TABLE>
<CAPTION>
SYNALLOY CORPORATION
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
SYNALLOY CORPORATION, S&P 500 AND THE RUSSELL 2000
SYNALLOY CORPORATION S&P 500 RUSSELL 2000
-------------------- ------- ------------
<S> <C> <C> <C>
100 100 100
1990 77 97 80
1991 140 126 117
1992 429 136 139
1993 240 150 166
1994 305 152 163
Indexed total return with dividends reinvested Base=100.
</TABLE>
REMUNERATION OF DIRECTORS AND OFFICERS
The following table sets forth the total annual compensation paid
or accrued by the Company and/or its subsidiaries to or for the account
of each of the executive officers of the Company whose total cash
compensation for the fiscal year ended December 31, 1994 exceeded
$100,000.
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term
Compensation
Annual Compensation Awards
------------------- -----------
Name, Age and Year Salary Bonus Options All Other
Principal ($) ($) (#) Compensation
Position ($)
------------- ---- ------ ------ ------- ----------
<S> <C> <C> <C> <C> <C>
James G. Lane, 1994 $120,000 $397,981 0 4,500
Jr.,Age 61, 1993 120,000 239,231 10,000 7,075
Chairman of 1992 120,000 360,769 0 6,866
the Board and
Chief Executive
Officer since
1987.
Joseph N. Avento, 1994 72,000 172,000 0 4,251
Age 53, President, 1993 72,000 69,684 10,000 5,902
Bristol Metals, 1992 72,000 124,719 0 3,925
Inc., a
wholly-owned
subsidiary of the
Company, since
January 1992. He
joined the Company
in 1984 and served
as Vice President
of Sales for 8
years.
Herbert B. Moore, 1994 67,000 151,129 0 4,500
Jr.,Age 49, 1993 67,000 105,057 10,000 6,474
President, 1992 67,000 148,795 0 5,232
Blackman Uhler
Chemical,a Division
of the Company,
since September
1986.
Erwin C. Thornton, 1994 57,000 110,000 0 20,251
Age 66 Executive 1993 57,000 83,400 0 20,282
Vice President, 1992 57,000 113,600 0 29,408
Blackman
Uhler Chemical
Division,since
1987.
</TABLE>
NOTES
Employment Contract - The Company has a written employment agreement
with James G. Lane, Jr. entered into September 24, 1986 and amended
January 28, 1988, February 2, 1989, February 7, 1991 and November
3, 1993 pursuant to which he is entitled to received an annual base
salary of $120,000 beginning October 1, 1986 and continuing until
December 31, 1995. In addition to his salary, he is entitled to a
"bonus-compensation" equal to 5% of net earnings before income taxes
in excess of a predetermined percent (7.5% in 1992, 10% for 1993,
1994 and 1995) of average shareholders' equity. In the event of
the sale of the Company or a major division or subsidiary, Mr. Lane's
employment agreement would remain in effect and, in addition, the
agreement provides for a bonus equal to 1% of the excess of sales
price over book value subject to a maximum bonus of $150,000. This
agreement also provides certain fringe benefits and contains provisions
for salary continuation benefits in the event of Mr. Lane's disability
or death, under specified conditions, during the term of his employment
by the Company.
Bonuses - Cash bonuses based on a short-term incentive plan provide
for bonuses to be paid to senior divisional managers in an aggregate
amount equal to 10% of the net earnings before income taxes in excess
of a predetermined percentage (7.5% in 1992, 10% in 1993, 1994 and
1995) of average shareholders' equity for the applicable division
or subsidiary. Mr. Lane does not participate in these bonus plans.
For 1994, the incentives shown above were calculated on net earnings
before deducting environmental cleanup charges since such charges
related to pre-1986 conditions.
Other Annual Compensation - No executive officer named in the cash
compensation table nor the executive officers of the Company as a
group received from the Company or any of its subsidiaries personal
benefits or any other compensation which is the lesser of either
$50,000 or 10% of the compensation reported in the cash compensation
table above.
Long-Term Compensation - There were 24,000 options granted in the
last fiscal year. The Company's only long-term incentive plan is
its qualified stock option plans. There were no stock options granted
during 1992.
All Other Compensation - Includes the following plans which are detailed
under Retirement Plans.
<TABLE>
<CAPTION>
Company Contributions to 401(k) Savings Plan
Named Executive 1994 1993 1992
--------------- ------ ------ ------
<S> <C> <C> <C>
J.G.Lane, Jr. $4,500 $7,075 $6,866
J.N. Avento 4,251 5,902 3,925
H.B. Moore, Jr. 4,500 6,474 5,232
E.C. Thornton 4,212 5,118 4,350
</TABLE>
<TABLE>
<CAPTION>
Company Contributions to Salary Continuation Agreements
Named Executive 1994 1993 1992
--------------- ------- ------- -------
<S> <C> <C> <C>
E.C. Thornton $16,039 $15,164 $25,058
</TABLE>
Stock Options Plans
Currently there are options outstanding under the 1983 Stock Option
Plan, and outstanding and available to grant under the 1988 and 1994
Stock Option Plans approved by stockholders. The Plans provide for
such options to be granted to officers, non-employed directors and
key employees of the Company, its subsidiaries and divisions to provide
them with an opportunity to obtain an equity interest in the Company
and to increase their stake in the future growth and prosperity of
the Company. The option price for options granted under these plans
is 100% of the fair market value of the Company's Common Stock on
the date the option is granted. Certain restrictions exist as to
the time in which options can be exercised. Under the 1983 Plan,
all options are presently 100% vested and the grant period has expired.
With regard to the 1988 Plan, approved at the May 26, 1988 Annual
Meeting, options may be exercised beginning one year after date of
grant at a rate of 20% annually on a cumulative basis. In the event
that (a) all or substantially all of the assets or Common Stock of
the Company (or a subsidiary or division of the Company in which
he is employed) is sold to an entity not affiliated with the Company,
or (b) a merger or share exchange with an unaffiliated party occurs
in which the Company is not the surviving entity, an option holder
may exercise in addition to the above, 50% of the options not otherwise
exercisable because of the holding period requirement subject to
certain limitations. No options may be exercised under the 1983 and
1988 Plans after 10 years from date of grant. The incentive stock
options are not transferable other than by death and can only be
exercised during the employee's lifetime by the employee. In no event
shall options under all Plans having an aggregate fair market value
in excess of $100,000 at the dates of grants become exercisable by
an optionee for the first time during a calendar year. Under the
1994 Plan, approved at the April 29, 1994 Annual meeting, non-employed
directors as of his or her election or re-election as a member of
the Board will automatically receive an option for 1,000 common shares.
In the event a person ceases to be a non-employee director for reasons
other than death, the unexpired options must be exercised within
three years not to exceed 10 years after date of grant. Options may
be exercised beginning one year after date of grant at a rate of
20% annually on a cumulative basis and no options may be exercised
after 10 years from date of grant. At February 28, 1995, there were
161,155 options outstanding under all plans of which 89,155 were
exercisable.
Option/SAR Grants in Last Fiscal Year
The following table sets forth as of December 31, 1995, certain
information concerning options granted and options exercised during
1994 and presents the value of unexercised options held by the named
executives at fiscal year end.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End
Option Table
The following table summarizes options granted and exercised during
1994 and presents the value of unexercised options held by the named
executives at fiscal year end.
<TABLE>
<CAPTION>
Value of
Unexer-
Number Shares Number of cised
of Acquired Value Unexercised in-
Securities on Realized Options at the
Underlying Exercise (1) (2) Fiscal Money
Options/ Year-End Options
SARS Exercisable at
Granted (E) Unexer- Year-End
cisable (U) Exercis-
able (E)
Unexer-
cisable
Name (U)
------- -------- -------- ------ ----------- ---------
<S> <C> <C> <C> <C> <C>
J.G.Lane 0 7,500 $90,315 22,000(E) $314.590(E)
Jr. 8,000(U) 25,000(U)
J.N.Avento 0 0 $ 0 24,000(E) $350,133(E)
8,000(U) 25,000(U)
H.B. Moore 0 4,500 $53,627 2,000(E) $ 6,250(E)
Jr. 8,000(U) 25,000(U)
E.C.
Thornton 0 6,425 $95,658 3,300(E) $ 50,876(E)
<FN>
(1)Values are calculated by subtracting the exercise price from the
average of the high and low prices as quoted on NASDAQ National Market
Listing on the date prior to exercise or at year end, as appropriate.
(2)Shares acquired in 1993 on exercise of options have not been registered
and cannot be freely traded in the open market for two years after
the exercise date. Based on a study of actual trades in restricted
stock as reported in a weekly national business magazine, the Company
believes that the fair market value of the shares on the date of
exercise were approximately 35% less than the average of the high
and low prices as quoted on NASDAQ National Market Listing. Based
on this valuation, the value realized would be as follows: J.G. Lane,
Jr. - $52,580; H.B. Moore - $31,182; and E.C. Thornton - $55,807.
</FN>
</TABLE>
Retirement Plans
Salary Continuation Agreements
The Company has salary continuation agreements with one officer and
five former officers, which provide for payments at retirement or
death ranging from $9,750 to $28,500 per annum for 10 years in the
event of pre-retirement death or the longer of 10 years or life following
retirement. The present value of the future payments which will be
due at retirement are accrued annually through the retirement date.
The Company is the owner and beneficiary of life insurance policies
on the lives of these persons. Based upon reasonable assumption as
to mortality, dividends and other factors, the Company expects to
recover the cost of paying said benefits, including a factor for
the use of corporate funds, through keyman life insurance proceeds.
The present value of the above agreements are accrued. The cumulative
amount of this accrual is $554,236.
401(k)/ESOP Plan
The Company adopted a 401(k)/ESOP Plan (the "Plan"), effective July
1, 1990, to replace the terminated Defined Benefit Plan. The purpose
of the Plan is to reward eligible employees for long and loyal service
by providing them with retirement benefits. All employees of the
Company who were eligible to participate in the terminated pension
plan became eligible to participate in the 401(k)/ESOP Plan on July
1, 1990. All other employees (except those employees who are entitled
to participate in Union-sponsored plans) who are 21 years or older
will be eligible to participate on any January 1 or July 1 following
one year of service with the Company.
Employees are permitted to contribute up to 20% of earnings not to
exceed a dollar amount set by the Internal Revenue Service on a pretax
basis through payroll deduction. Employees are permitted to change
the election quarterly and can revoke the election at any time.
Employee contributions are 100% vested at all times. The employee
can invest his deferred contribution in one or all of six (6) funds;
however, employee contributions cannot be invested in Company stock.
Contributions by the Company will be made primarily in Company Stock.
For each plan year, the Company shall contribute on behalf of each
participant who is eligible to share in matching contribution for
the plan year, a discretionary matching contribution equal to a percentage
which is determined each year by the Board of Directors subject to
a maximum of 3% in 1994 and 1995. The matching contribution is allocated
on June 30 and December 31 of each plan year. In addition to the
matching contribution, the Company may make a discretionary contribution
which shall be distributed to all eligible participants regardless
of whether they contribute to the Plan. No discretionary contributions
have been made to the Plan. Participants must be actively employed
on June 30 and December 31 in order to share in the matching contribution
and discretionary contribution for the respective valuation periods.
Distributions are not permitted before age 59 1/2 except in the
event of death, disability, termination of employment or reason of
proven financial hardship as defined according to IRS guidelines.
The Plan provides for payment of the participant's account balance
upon death, disability or retirement in the form of cash or Company
stock or both. If employment terminates for reasons other than retirement,
disability or death (e.g. resignation or termination), the discretionary
portion of a participant's account balance will be vested based as
follows: Zero to four years services - 0% vested; five or more years
- 100% vested.
Unvested amounts are forfeited and allocated to participants eligible
to share for a plan year. The Plan permits rollovers from qualified
plans at the discretion of the Company. The ESOP is permitted to
borrow money to purchase Company stock. All Company stock acquired
by the Plan with the proceeds of a loan are maintained in a suspense
account and are withdrawn and allocated to participant's accounts
as the loan is paid. While a participant in the Plan, employees may
direct the trustee to vote shares allocated to their account in accordance
with their wishes.
All Plan assets are held by an independent trustee. The trustee invests
all assets and makes payment of Plan benefits. The Plan is managed
and administered by an independent administrator and a Pension Committee
comprised of the corporate officers of the Company. Expenses incurred
for the administration of the Plan are paid by the Company. The Plan
reserves to the Board of Directors of the Company the right to amend
the Plan in any manner or terminate the Plan at any time. The Plan
may be amended to preserve the qualifications of the Plan under the
applicable provisions of the Internal Revenue Code, as amended from
time to time. For the year ended 1994, the Company's total matching
contribution was $202,375.
PROPOSAL TO AMEND THE 1994 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Item 2 on Proxy Card)
At the April 29, 1994, Annual Meeting, the Company's shareholders
approved the Company's 1994 Directors' Stock Option Plan (the "Plan").
Under the Plan, a non-employee director automatically receives an
option to purchase 1,000 shares of the Company's Common Stock, $1.00
par value, on his election or re-election to the Company's Board
of Directors. Each such option has a ten (10) year term. The exercise
price is one hundred (100%) percent of the fair market value of the
shares on the date of grant. The options are not transferrable except
by will or the laws of descent and distribution and may be exercised
during an option holder's lifetime only by the non-employee director.
The Company receives no consideration upon the grant of options
under the Plan. The exercise price of the option must be paid in
full upon exercise. Payment may be made in cash, check, or, in whole
or part, in common shares of the Company already owned by the person
exercising the option, valued at fair market value. The total number
of common shares of the Company subject to options issued pursuant
to this Plan is 25,000. This number and the terms of the outstanding
options are subject to automatic adjustment in the event of reorganization,
merger, consolidation, recapitalization, stock splits, combination
or exchange of shares, stock dividends or other similar events.
The Plan has a ten (10) year term and is administered by the Board
of Directors.
The Plan includes a provision that such options, on grant to a director,
will become exercisable over five (5) years at the rate of twenty
(20%) percent per year with all options being fully exercisable after
five (5) years (the "Exercisable Limitation"). Limitations on exercisability,
including vesting over time, are often included in stock options
to encourage key optionholders to remain in the employment of the
Company. Such provisions are included in the Company's option plans
which provide for option grants to key employees.
The Company believes that the purpose of this Plan -- to strengthen
non-employee director's linkage with shareholders' interests and
to compliment the Company's other director compensation practices
-- is not furthered by limiting exercisability over five (5) years.
Under the Plan, there is no requirement that the individual be a
director during the five years to become eligible to exercise in
full the option. Consequently, the Company believes the Exercisability
Limitation should be deleted from the Plan. No other provision of
the Plan will be affected. A copy of the Plan, as amended, is available
upon request from the Company's Secretary.
Vote Required for Approval
Approved by the affirmative vote of the holders of a majority of
the common shares of the Company present or represented and entitled
to vote at the Annual Meeting is required to approve this proposal.
Accordingly, your Board of Directors recommends a vote "for" the
following resolution:
RESOLVED, that, the Company's 1994 Non-Employee Director Stock Option
Plan be amended to delete subparagraph 5 (d) (i) which limits for
a period of up to five (5) years the exercisability of options granted
thereunder.
APPROVAL OF INDEPENDENT AUDITORS (Item 3 on Proxy Card)
The Board of Directors, at the recommendation of its Audit Committee,
elected Ernst & Young LLP to conduct the annual examination of the
financial statements of the Company and its consolidated subsidiaries
for the fiscal year ended December 31, 1994. The selection of this
firm for fiscal year ending December 30, 1995, will be submitted
for ratification by the shareholders at the Annual Meeting. Ernst
& Young LLP has no financial interest, direct or indirect, in the
Company or any of its subsidiaries, and they do not have any connection
with the Company or any of its subsidiaries except in their professional
capacity as independent auditors.
The ratification by the shareholders of the selection of Ernst &
Young LLP as independent auditors is not required by law or by the
Bylaws of the Company. The Board of Directors consistent with previous
practices is, nevertheless, submitting this selection to the shareholders
to ascertain their views. If this selection is not ratified at the
Annual Meeting, the Board of Directors intends to reconsider its
selection of independent auditors for fiscal year ending December
30, 1995.
The Audit Committee, which is comprised of Directors who are not
employees of the Company, approves in advance all non-audit services
to be provided by Ernst & Young LLP and believes they have no effect
on audit independence.
Representatives of Ernst & Young LLP will be present at the Annual
Meeting with an opportunity to make statements, if they so desire,
and to respond to appropriate questions with respect to that firm's
examination of the Company's financial statements for the fiscal
year ended December 31, 1994.
The Board of Directors recommends a vote "FOR" ratification of the
selection of Ernst & Young LLP as independent auditors for the fiscal
year ending December 30, 1995.
OTHER MATTERS TO COME BEFORE THE MEETING
The Board of Directors does not know of any other matters which may
come before the meeting. However, if any other matters do properly
come before the meeting, it is the intention of the persons named
as proxies to vote upon them in accordance with their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS
Cheryl C. Carter
Secretary
_______________________________
<PAGE>
APPENDIX - PROXY CARD
SYNALLOY CORPORATION
POST OFFICE BOX 5627. SPARTANBURG, SC 29304
PROXY
This proxy is Solicited by The Board of Directors for the Annual
Meeting of Shareholders on April 28, 1995.
The undersigned hereby appoints James G. Lane, Jr., Carroll D. Vinson
and Glenn R. Oxner, or any one or more of them, each with power of
substitution, as lawful proxy, to vote all the shares of Common Stock
of Synalloy Corporation which the undersigned would be entitled to
vote if personally present at the Annual Shareholders' Meeting of
Synalloy Corporation to be held at Spartanburg, S.C. on Friday, April
28, 1995, at 10:00 a.m. local time, and at any adjournment thereof,
upon such business as may properly come before the meeting.
Said proxies will vote on the items set forth in the Notice of Annual
Meeting and Proxy Statement (receipt of which is hereby acknowledged)
as specified on this card, and are authorized to vote in their discretion
when a vote is not specified. If no specification is made, it is
the intention of said proxies to vote the shares represented by the
proxy in favor of the proposals.
Please sign on reverse side and return in the enclosed postage-paid
envelope.
(1) Election of Directors
--- For all nominees listed (except as marked to the contrary)
--- Withhold authority to vote for all nominees listed
Sibyl N. Fishburn, Richard E. Ingram, James G. Lane, Jr., Glenn R.
Oxner and Carroll D. Vinson
(To withhold authority to vote for any of the above nominees, write
that nominee's name below)
-----------------------------------------------------------
(2) Proposal to amend the 1994 Non-Employee Directors' Stock Option
Plan to delete certain requirements limiting the exercise of such
options.
FOR AGAINST ABSTAIN
(3) Proposal to approve the selection of Ernst & Young as auditors
for the fiscal year ending December 30, 1995.
FOR AGAINST ABSTAIN
(4) Upon any other matter that may properly come before the meeting
or any adjournment thereof, as the proxies in their discretion may
determine.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made,
this Proxy will be voted for proposals 1, 2 and 3.
Date:---------------------------
--------------------------------
--------------------------------
Signature of Stockholder(s)
Please sign this proxy exactly as your name appears hereon. Joint
owners should each sign. Trustees, executors, administrators and
others signing in a representative capacity should indicate that
capacity. An authorized officer may sign on behalf of a corporation
and should indicate the name of the corporation and his capacity.
