UNITED STATES
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Washington, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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Kewaunee Scientific Corporation
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(Name of Registrant as Specified In Its Charter)
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Notes:
KEWAUNEE SCIENTIFIC CORPORATION
2700 West Front Street
Statesville, North Carolina 28677-2927
Eli Manchester, Jr.
President and
Chief Executive Officer
July 24, 199827, 1999
TO OUR STOCKHOLDERS:
You are cordially invited to attend the Annual Meeting of Stockholders
of Kewaunee Scientific Corporation (the "Company"), which will be held on the
37th floor at Harris Trust & Savings Bank, 111 West Monroe Street, Chicago,
Illinois, on August 26, 1998,25, 1999, at 10:00 A.M. Central Daylight Time.
At the meeting, management will review with you the Company's past
year's performance and the major developments which occurred during the year.
There will be an opportunity for stockholders to ask questions about the Company
and its operations. We hope you will be able to join us.
To assure that your shares are represented at the meeting, please
vote, sign and return the enclosed proxy card as soon as possible. The proxy is
revocable and will not affect your right to vote in person if you are able to
attend the meeting.
The Company's 19981999 Annual Report to Stockholders is enclosed.
Sincerely yours,
/s/ Eli Manchester, Jr.
KEWAUNEE SCIENTIFIC CORPORATION
______________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on
August 26, 199825, 1999
The Annual Meeting of Stockholders of Kewaunee Scientific Corporation
will be held on the 37th floor at Harris Trust & Savings Bank, 111 West Monroe
Street, Chicago, Illinois, on August 26, 1998,25, 1999, at 10:00 A.M. Central Daylight
Time, for the purpose of considering and acting upon the following:
(1) To elect twothree Class IIII directors;
(2) To transact such other business as may properly come before the
meeting.
Stockholders of record at the close of business on July 10, 19989, 1999 will
be entitled to vote at the meeting. A list of stockholders will be available for
examination by any stockholder for any purpose germane to the meeting, during
normal business hours, at the offices of Bell, Boyd & Lloyd, 70 West Madison
Street, Chicago, Illinois, for a period of 10 days prior to the meeting.
It is important that your shares be represented at the meeting
regardless of the size of your holdings. Whether or not you intend to be present
at the meeting in person, we urge you to vote, date and sign the enclosed proxy
and return it in the envelope provided for that purpose, which does not require
postage if mailed in the United States.
D. MICHAEL PARKER
Secretary
July 24, 199827, 1999
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YOUR VOTE IS IMPORTANT
Please vote, date and sign the enclosed proxy and return it
promptly in the enclosed envelope.
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KEWAUNEE SCIENTIFIC CORPORATION
Statesville, North Carolina 28677-2927
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of Kewaunee
Scientific Corporation (the "Company") for use at the annual meeting of
stockholders of the Company to be held on the 37th floor of Harris Trust and
Savings Bank, 111 West Monroe Street, Chicago, Illinois, on August 26, 1998,25, 1999, at
10:00 A.M. Central Daylight Time, and at any postponements or adjournments
thereof. Proxies properly executed and returned in a timely manner will be voted
at the meeting in accordance with the directions noted thereon. If no direction
is indicated, proxies will be voted for the election of the nominees named
herein as directors, and on other matters presented for a vote in accordance
with the judgment of the persons acting under the proxies.
The Company's principal executive offices are located at 2700 West
Front Street, Statesville, North Carolina 28677-2927 (telephone 704/873-7202).
The proxy, together with this Proxy Statement and the accompanying
Notice of Annual Meeting of Stockholders, is being mailed to stockholders on, or
about, July 24, 1998.28, 1999.
ELECTION OF DIRECTORS
TwoThree Class IIII directors are to be elected at the meeting. The Board of
Directors, at its meeting on June 17, 1998,15, 1999, upon the recommendation of the
Nominating Committee, selected Eli Manchester, Jr.Margaret Barr Bruemmer, Wiley N. Caldwell and
Kingman DouglassThomas F. Pyle as nominees for re-election as directors at the annual meeting,
each to serve for a three-year term. BothAll of the nominees are serving as
directors as of the date of this Proxy Statement. The Class III and IIIII directors
named below have terms which expire in 19992000 and 2000,2001, respectively.
The twothree nominees receiving the greatest number of votes at the
annual meeting will be elected directors. Unless a stockholder indicates
otherwise on the proxy, proxies will be voted for the election of the twothree
nominees named below. If due to circumstances not now foreseen, one or bothany of the
nominees become unavailable for election, the proxies will be voted for such
other person or persons as the Board of Directors may select, or the Board will
make an appropriate reduction in the number of directors to be elected.
Nominees to serve until annual meeting of stockholders in 2001 (Class III):
KINGMAN DOUGLASS, 74, was elected a director of the Company in 1986. He has been
engaged as a consultant in corporate counseling since 1986.
ELI MANCHESTER, JR., 67, was elected a director of the Company in November 1990.
He was elected President and Chief Executive Officer of the Company in July
1990.
Directors to serve until annual meeting of stockholders in 19992002 (Class I):
MARGARET BARR BRUEMMER, 46,47, was elected a director of the Company in February
1995. Ms. Bruemmer has been engaged in the practice of law in Milwaukee,
Wisconsin as a sole practitioner for more than five years and has been
a
Trustee of the Allis-Chalmers Corporation Product Liability Trust since
June 1996.
WILEY N. CALDWELL, 71,72, was elected a director of the Company in 1988. From 1984
to 1992, when he retired, he was President of W.W. Grainger, Inc., a
distributor of electrical and mechanical equipment. He is also a director
of APS
Holdings, Inc. and Consolidated Papers, Inc.
THOMAS F. PYLE, 57,58, was elected a director of the Company in 1987. Since
September 1996, Mr. Pyle has been Chairman of The Pyle Group, LLC, a
financial service and investment company. From 1982 to August 1996, he was
Chairman of the Board, President, Chief Executive Officer and principal
owner of RAYOVAC Corporation, a manufacturer of batteries and battery-
operated lighting devices. He is also a director of Johnson Worldwide
Associates.
Directors to serve until annual meeting of stockholders in 2000 (Class II):
JOHN C. CAMPBELL, JR., 55,56, was elected a director of the Company in 1973. Since
May 1995, Mr. Campbell has been engaged in private consulting. From May
1992 to May 1995, he was Chief Operating Officer, Executive Vice President
and a director of Grounds For Play, Inc. of Arlington, Texas, a
manufacturer of specialty equipment for children's playgrounds.
JAMES T. RHIND, 76,77, was elected a director of the Company in 1966. Since January
1, 1993, he has been engaged in the practice of law as of counsel to the
law firm of Bell, Boyd & Lloyd, Chicago, Illinois, counsel to the Company.
Prior thereto, he was a partner in that firm.
Directors to serve until annual meeting of stockholders in 2001 (Class III):
KINGMAN DOUGLASS, 75, was elected a director of the Company in 1986. He has been
engaged as a consultant in corporate counseling since 1986.
ELI MANCHESTER, JR., 68, was elected a director of the Company in November 1990.
He was elected President and Chief Executive Officer of the Company in July
1990.
Except as otherwise indicated, each director and nominee has had the
principal occupation mentioned above for more than five years. Mr. Campbell is
the first cousin of Laura Campbell Rhind, wife of Mr. Rhind.
The Board of Directors has set the size of the Board of Directors at
seven members, divided into three classes. The Company's certificate of
incorporation provides that the three classes shall be as nearly equal in number
as possible.
The Board of Directors recommends a vote FOR the election of each
---
of the foregoing nominees for director.
2
Meetings and Committees of the Board
The business and affairs of the Company are managed under the
direction of the Board of Directors. Members of the Board keep informed of the
Company's business and activities by reports and proposals sent to them
periodically and in advance of each Board meeting and reports made to them
during these meetings by the President and other Company officers. The Board is
regularly advised of actions taken by the Executive Committee and other
committees of the Board, as well as significant actions taken by management.
Members of management are available at Board meetings and other times to answer
questions and discuss issues. During the Company's fiscal year ended April 30,
1998,1999, the Board of Directors held five meetings.
The four standing committees of the Board of Directors of the Company
are the Executive Committee, the Audit Committee, the Compensation Committee and
the Financial/Planning Committee, the functions and membership of which are
described below.
The Executive Committee, consisting of Messrs. Rhind (Chairman),
Campbell and Manchester and Ms. Bruemmer, exercises the authority of the Board
between meetings of the full Board, subject to the limitations of the Delaware
General Corporation Law. It also acts as the Nominating Committee of the Board.
The Nominating Committee's function is to make recommendations to the full Board
with respect to candidates for Board membership, officers of the Company, and
Board committee membership. The Nominating Committee will consider as
prospective Board nominees persons brought to its attention by officers,
directors and stockholders. Proposals may be addressed to the Nominating
Committee at the address shown on the cover of this Proxy Statement, attention
of the Corporate Secretary. The Executive Committee met two times during the
Company's last fiscal year.
The Audit Committee, consisting of Messrs. Douglass (Chairman) and
Campbell and Ms. Bruemmer, is responsible for recommending annually to the Board
of Directors a firm of independent public accountants; reviewing the overall
scope of audits and the annual financial statements of the Company and reporting
to the full Board on the Committee's conclusions; and making inquiries of the
independent accountants and the Company's financial officers and reporting to
the full Board concerning accounting methods, policies and financial and
operating controls. The Audit Committee met once during the Company's last
fiscal year.
The Compensation Committee, consisting of Messrs. Caldwell (Chairman),
Douglass, Pyle and Rhind, considers and provides recommendations to the Board of
Directors with respect to the compensation (salaries and bonuses) of officers of
the Company; short- and long-range compensation programs for officers and other
key employees of the Company; benefit programs for all employees of the Company;
and stock option grants to key employees. The Compensation Committee also acts
as the Stock Option Committee, administering and interpreting the stock option
plans for officers and other key employees. The Compensation Committee met twothree
times during the Company's last fiscal year.
3
The Financial/Planning Committee, consisting of Messrs. Pyle
(Chairman), Caldwell, Douglass and Manchester and Ms. Bruemmer, reviews and
provides recommendations to the Board of Directors with respect to the annual
budget for the Company, the Company's strategic plan and certain major
expenditures of the Company. The Financial/Planning Committee also reviews the
investment results of the Company's retirement plans. The Financial/Planning
Committee met three times during the Company's last fiscal year.
In the Company's last fiscal year, no director attended less than 75%
of the aggregate of all meetings of the Board and all meetings held by
committees of the Board on which such director served.served, except for Mr. Pyle, who
attended 73% of all such meetings. No executive officer of the Company served as
a member of the Compensation Committee or as a director of any other entity, one
of whose executive officers serves on the Compensation Committee or is a
director of the Company.
Director Compensation
Each director who is not an employee of the Company receives for his
services as such an annual retainer of $13,000$15,000 plus a fee of $1,000 for each day
of Board and/or committee meetings attended, a multiple-meeting fee of $1,250
and a $500 fee for telephone meetings. In addition, the Chairmen of the Audit,
Compensation and Financial/Planning Committees receive an annual fee of $1,500.
Payment of such fees may be deferred at the request of a director. All directors
are reimbursed for their expenses for each Board and committee meeting attended.
Under the Company's 1993 Stock Option Plan for Directors, each of the Company's
non-employee directors was granted a one-time option to purchase 5,000 shares of
the Company's common stock. These options becomebecame exercisable in 25% increments
on August 1 of each of the next four years after the date of grant.grant, and have
since been exercised in full by each director.
Non-employee directors may also elect to participate in the Company's
health insurance program. During the last fiscal year, Mr. Campbell
participated in this program.
Directors who are employees of the Company receive no compensation for
serving as directors.
4
EXECUTIVE COMPENSATION
Certain Summary Compensation Information
The following table sets forth certain information for each of the
fiscal years ended April 30, 1998,1999, April 30, 19971998 and April 30, 1996,1997, with
respect to the compensation of the Chief Executive Officer and the Company's
four other most highly compensated executive officers (the "named executive
officers") in all capacities in which they served.
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Awards
------------
Annual Compensation Securities All Other
Name and Fiscal --------------------------------------Annual Compensation Underlying Compensation
-------------------------------------
Principal Position Year Salary ($) Bonus ($) Other ($) Options (#) ($) (1)
- ---------------------------------------------- ------ ---------- ---------- --------- ------------ ------------
Eli Manchester, Jr. 1999 284,666 205,576 - 7,500 20,033
President & Chief 1998 273,332 216,000 - 5,000 16,224
President & ChiefExecutive Officer 1997 263,333 156,000 - 10,000 16,784
Executive Officer 1996 253,333 10,000 - - 11,107
William A. Shumaker 1999 178,750 89,308 - 5,000 9,203
Executive Vice President 1998 158,459 62,551 - 3,000 4,346
Vice President and Chief Operating 1997 144,759 42,135 - 5,000 3,739
General Manager, 1996 134,317 5,000 25,992 (2) 10,000 2,806
Laboratory Products Group
T. Ronald Gewin 1998 141,578 51,024 - 3,000 6,221
Vice President and 1997 140,175 15,000 - - 6,083
General Manager, 1996 140,175 - - 10,000 5,614
Technical Products GroupOfficer
D. Michael Parker (3)1999 132,166 47,723 - 4,000 7,292
Vice President-Finance, 1998 126,667 50,000 - 2,500 6,411
Vice President-Finance,Chief Financial Officer, 1997 118,333 34,500 - 5,000 6,003
Chief Financial Officer, 1996 99,083 5,000 - 10,500 4,032
Treasurer and Secretary
Kurt P. Rindoks 1999 116,003 47,152 - 3,000 6,272
Vice President-Engineering 1998 102,667 40,000 - 2,000 5,229
and General Manager, 1997 98,667 28,800 - 3,000 5,004
Resin Materials Division
James J. Rossi (4)1999 113,696 41,018 - 3,000 6,311
Vice President- 1998 110,116 43,611 - 2,000 5,612
Vice President- 1997 105,565 31,151 - 3,000 5,359
Human Resources 1996 100,5381997 105,565 31,151 - 3,000 - 5,000 3,941
- ---------------------------5,359
___________________________
(1) The amount listed for each named executive officer consists of matching
contributions made by the Company during the year on behalf of that
executive officer to the Company's (i) Incentive Savings Plan and (ii)
Executive Deferred Compensation Plan. The separate amounts paid during
fiscal year 19981999 for each named executive officer are, respectively: Mr.
Manchester - $3,222$3,238 and $13,002;$16,795; Mr. Shumaker - $3,218$3,325 and $1,128;$5,878; Mr.
Gewin-$2,948Parker - $3,202 and $3,273;$4,090; Mr. Parker- $3,099Rindoks- $2,995 and $3,312;$3,277; and Mr. Rossi-
$2,686$2,969 and $2,926.
(2) This amount represents amounts paid to or on behalf of Mr. Shumaker for
moving and relocation expenses.
(3) Mr. Parker was elected Vice President-Finance, Chief Financial Officer,
Treasurer and Secretary effective August 1, 1995.
(4) Mr. Rossi was elected Vice President-Human Resources, effective January 1,
1996.$3,342.
5
Option Grants in Last Fiscal Year
The following table sets forth certain information with respect to
options granted under the Company's 1991 Key Employee Stock Option Plan during
fiscal year 19981999 to each named executive officer.
OPTION GRANTS IN FISCAL YEAR 19981999
Potential Realized Value
# of % of Total Potential Realized Value
Securities Options at Assumed Annual Rates
Securities OptionsUnderlying Granted to Exercise of Stock Price Appreciation
Underlying Granted to Exercise for Option Term (2)
Options Employees Price Per Expiration ---------------------------for Option Term (2)
-------------------
Name Granted (1) in Fiscal Year Share ($) Date 5% ($) 10% ($)
- ---- ----------- -------------------------- --------------- --------- -------------- ------ -------
Eli Manchester, Jr. 5,000 20.4 8.1257,500 21.0% 12.00 8/27/07 25,553 64,59426/08 56,601 143,437
William A. Shumaker 3,000 12.2 8.1255,000 14.0% 12.00 8/27/07 15,332 38,756
T. Ron Gewin 3,000 12.2 8.125 8/27/07 15,332 38,75626/08 37,734 95,625
D. Michael Parker 2,500 10.2 8.1254,000 11.2% 12.00 8/27/07 12,777 32,29726/08 30,187 76,500
Kurt P. Rindoks 3,000 8.4% 12.00 8/26/08 22,640 57,375
James J. Rossi 2,000 8.2 8.1253,000 8.4% 12.00 8/27/07 10,221 25,83826/08 22,640 57,375
___________________
(1) All options were granted at fair market value on the grant date. Options
become exercisable in 25% increments on the first through fourth
anniversaries of the grant date. Exercisability of options is accelerated
in the event of a "change of control" of the Company as defined in the
Plan.
(2) These amounts represent hypothetical gains that could be achieved for
options if they are exercised at the end of the option term. These gains
are based on assumed rates of stock price appreciation of 5% and 10%
compounded annually from the date the options are granted to the end of the
option term. Actual gains, if any, on stock option exercises are dependent
on the future performance of the Company's common stock and the optionee's
continued employment through the vesting period. There can be no assurance
that the amounts reflected in this table will be achieved.
Option Exercises and Holdings
The following table sets forth certain information with respect to
options exercised during fiscal year 19981999 by the named executive officers and
with respect to options held at the end of the year.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND OPTION VALUES AT FISCAL YEAR-END
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options
SharesAcquired Value Options at April 30, 19981999 at April 30, 19981999 ($) (2)
Acquired Value ---------------------------- ----------------------------------------------------- -------------------------
Name on Exercise Realized ($) (1) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ---------------- ----------- ------------- ----------- -------------
Eli Manchester, Jr. 2,500 14,062 -- 12,500 -- 88,125- - 5,000 15,000 20,625 36,250
William A. Shumaker -- -- 16,250 11,750 144,063 95,688
T. Ronald Gewin 14,000 122,250 5,000 8,000 40,000 62,87535,000 15,750 12,250 94,313 38,563
D. Michael Parker 5,000 34,060 1,875 11,625 16,922 99,266- - 5,250 12,250 34,797 47,641
Kurt P. Rindoks 5,750 45,470 2,000 7,250 10,375 21,594
James J. Rossi 2,000 4,5002,500 17,975 8,250 6,750 71,250 53,3757,250 47,094 21,594
- -------------------___________________
(1) Based on the difference between the exercise price and the fair market
value of the Company's stock at the date of exercise.
(2) Based on the difference between the closing price of the Company's stock on
April 30, 19981999 and the exercise price of the options for each optionee.
6
Retirement Plan
The executive officers of the Company participate in the Company's
Retirement Plan. The Retirement Plan provides retirement benefits for
participating employees which are calculated with reference to years of service
and final average monthly compensation (salary and bonus). The benefit amount is
calculated as 40% of the 10-year final average annual compensation (subject to a
maximum of $160,000) minus 50% of the Primary Social Security Benefit, all
multiplied by a fraction, the numerator of which is the number of years of
credited service up to 30 years, and the denominator of which is 30.
Participants in the Retirement Plan may elect among several payment
alternatives. The following table shows estimated annual benefits payable to
employees with the indicated years of service and final average annual
compensation. The estimated annual benefits are based upon the assumption that
the Retirement Plan will continue in effect, without change, that the
participant retires at age 65, and that the participant does not elect any
alternate payment option under the Retirement Plan. At April 30, 1998,1999, the
credited years of service under the Retirement Plan for Messrs. Manchester,
Shumaker, Gewin, Parker, Rindoks and Rossi were 7.6, 4.6,8.6, 5.6, 7.7,8.7, 13.5, and 14.5,15.5,
respectively.
Final Average Years of Service
Final Average -------------------------------------------------------------------------------------------------------------------------------
Compensation 10 15 20 25 30 35
- ------------- ------- ------- ------- ------- ------- ------------------- -- -- -- -- -- --
Greater than
$160,000 $18,650 $27,970 $37,300 $46,620 $55,950 $55,950$18,590 $27,880 $37,170 $46,470 $55,760 $55,760
150,000 17,320 25,970 34,630 43,290 51,950 51,95017,250 25,880 34,510 43,140 51,760 51,760
130,000 14,650 21,970 29,300 36,620 43,950 43,95014,590 21,880 29,170 36,470 43,760 43,760
100,000 10,650 15,970 21,300 26,620 31,950 31,95010,590 15,880 21,170 26,470 31,760 31,760
------------__________________
In accordance with rules promulgated by the Securities and Exchange
Commission, the information included under the captions "Compensation Committee
Report on Executive Compensation" and "Performance Graph" will not be deemed to
be filed or to be proxy soliciting material or incorporated by reference in any
prior or future filings by the Company under the Securities Act of 1933 or the
Securities Exchange Act of 1934 (the "Exchange Act").1934.
7
Compensation Committee Report on Executive CompensationCOMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board, which consists of four non-
employee directors of the Company, considers and provides recommendations to the
full Board of Directors with respect to salaries and other compensation programs
for executive officers of the Company.
The objective of the Company's executive compensation program is to
attract, motivate, reward and retain management talent critical to the Company's
achievement of its objectives. Salaries and other compensation for the Company's
executive officers are based on each executive officer's responsibilities, level
of experience, and performance over time, as well as on the recommendation of
the Chief Executive Officer. In order to assure that salaries and compensation
remain competitive, the Company subscribes to and consults various published
surveys on executive compensation.
Section 162(m) of the Internal Revenue Code of 1986, as amended,
limits the deduction for federal income tax purposes of certain compensation
paid by any publicly-held corporation to its chief executive officer and its
four other most highly compensated officers to $1 million per year for each such
executive. These deductibility levels are not relevant to the Company at the
current levels of compensation of its executive officers.
Executive Officer Compensation
The Company's compensation program for executive officers has four
principal components which are discussed below.
Base Salary
The base salary of each of the executive officers, other than the
Chief Executive Officer, is determined after considering the compensation levels
of management personnel with similar responsibilities at other companies,
utilizing compensation surveys for manufacturing and service companies with
generally similar annual sales volume. As these surveys are broad-based, they
include companies other than those comprising the Similar Market Capitalization
Index used in the Performance Graph below. Using the compensation surveys, a
salary range consisting of minimum, mid-point and maximum reference points is
established for each executive officer. The base salary for each executive
officer is then determined by considering the particular qualifications of the
executive holding the position, his level of experience, and his sustained
performance over time.
Annual Incentive Compensation
All of the Company's executive officers are eligible to participate in
an annual incentive bonus plan, pursuant to which each executive officer is
eligible to earn a cash bonus for each fiscal year of the Company, based
primarily on the attainment of earnings goals established in the incentive bonus
plan and, to a lesser extent, on the executive officer's achievement of
established personal goals to the degree determined by the Board of Directors
upon the recommendation of the Chief Executive Officer.
At the beginning of each fiscal year, the Board of Directors approves
earnings goals for the Company and its two divisions for such year and, upon
recommendation of the Compensation Committee, establishes specified percentages
of the executive officers' beginning-
8
of-the-year base salaries that will be available for bonuses if the Company
achieves thespecified earnings goals and the executive officers achieve their
personal goals. The percentages increase as the earnings reach various
established levels. For fiscal year 1998, the executive officers earned their maximum payout
percentages based on the earnings levels achieved and achievement of personal
goals, with the exception of Mr. Gewin, whose division earned slightly less than
the amount allowing a maximum payout percentage.
Stock Option Plans
The Company uses stock options as its primary long-term incentive plan
for executive officers. Stock options provide executive officers with an
incentive to improve the operations and increase profits of the Company, along
with the opportunity to acquire and build an ownership interest in the Company.
The exercise price of stock options may not be less than the fair market value
of the Company's common stock on the date of the grant of such option.
Individual awards are based on an individual's performance, his or her
comparative base salary level and the number of stock option grants previously
made. Stock option awards are normally made annually in August by the Board of
Directors, based on the recommendations of the Chief Executive Officer and the
Compensation Committee.
Other Compensation Plans
Each of the Company's executive officers is entitled to receive
additional compensation in the form of payments, allocations, or accruals under
various group compensation and benefit plans. Benefits under these plans are
not directly, or indirectly, tied to employee or Company performance.
CEO Compensation
Mr. Manchester's compensation includes base salary, incentive
compensation, stock options, and benefits under various group plans. The
Compensation Committee considers Mr. Manchester's leadership an important factor
in the success of the Company in fiscal 1998. In establishing
Mr. Manchester's salary for the year 1999. For fiscal year 1999, the
Compensation Committee considered the same factors as in prior years for
establishing the base salary and stock option grant to Mr. Manchester, including
operating results for the prior year and the current year, development of the
Company's business through a strong management team, operational improvements,
and the price of the Company's common stock. Based on these considerations, the
Board of Directors, upon recommendation of the Compensation Committee, increased
Mr. Manchester's base salary from $270,000$280,000 to $280,000$285,600 per year, effective JanuaryJuly
1, 1998. Mr.
Manchester received a cash bonus of $216,000 for fiscal year 1998, equal to his
maximum payout percentage under the terms of the Company's incentive bonus plan.
In August 1997, the Board of Directorsand granted Mr. Manchester a non-qualified stock option on 5,0007,500 shares
in August 1998. The exercise price of the Company's common stock with an exercise
priceoption was equal to the fair
market value of the stock on the date of grant. In June 1999, Mr. Manchester
received a cash bonus of $205,576 for fiscal year 1999 under the terms of the
Company's incentive bonus plan.
Compensation Committee Members
Wiley N. Caldwell, Chairman
Kingman Douglass
Thomas F. Pyle
James T. Rhind
9
PERFORMANCE GRAPH
The graph below sets forth a comparison of the Company's annual
stockholder return with the annual stockholder return of (i) the NASDAQ Market
Index, and (ii) an index of all NASDAQ, non-financial companies with similar
market capitalization to the Company/1/Company /1/. The graph is based on an investment of
$100 on April 30, 19931994 in the Company's common stock, assuming dividend
reinvestment. The graph is not an indicator of the future performance of the
Company. Thus, it should not be used to predict the future performance of the
Company's stock. The graph and related data were furnished by Media General
Financial Services, Richmond, Virginia.
Comparison of 5-Year Cumulative Total Return
Kewaunee Scientific Corporation,corporation, NASDAQ Market Index
and Similar Market Capitalization Index
[graph appears here][GRAPH APPEARS HERE]
1993
1994 1995 1996 1997 1998 1999
---- ------ ------ ------ ------ ---------- ---- ---- ---- ----
Kewaunee Scientific Corporation 100 82.35 58.82 85.29 122.11 306.54100.00 71.43 103.57 148.27 372.22 304.67
Peer Group 100 115.71 125.56 130.19 134.96 103.81100.00 108.54 112.49 116.63 89.69 96.31
Nasdaq Market Index 100 112.24 122.56 171.08 182.36 270.85100.00 109.19 152.42 162.47 241.31 318.66
_______________________
/1/ In addition to the Company, the Similar Market Capitalization Index is
comprised of the following companies: Amcor Limited; Canterbury Park Holding
Corporation; Enterprise Oil PLC; Great Pines Water Company, Inc.; HMG/Courtland Properties Inc.; Huntway Partners
L.P.; London Pacific Group, Limited; North Coast Energy, Inc.; OTR Express,
Inc.; P & F Industries, Inc.; Research, Incorporated; Synergy Renewable Resource Technologies Inc.; TAT Technologies Ltd.; TBA
Entertainment Corporation; Telscape International Incorporated; Tubby's Inc.;and Uniview
Technologies Corporation; Valley Systems, Inc.; and Waste
Technology Corp.Corporation. Consistent with the prior year, the Company used for
an index NASDAQ, non-financial companies with a market capitalization similar to
that of the Company. This index was used because there exists no applicable
published industry index or line-of-business index, and the Company does not
believe it can reasonably identify a peer group of companies in its industry
because the Company's primary competitors are either divisions of larger
corporations or are privately owned.
10
AGREEMENTS WITH CERTAIN EXECUTIVES
On December 7, 1993, the Company entered into an employment agreement
with Mr. Shumaker providing for his employment as Vice President-Sales and
Marketing. The agreement provides for an annual salary commencing at $125,000
and the opportunity to participate in the Company's Incentive Bonus Plan and Key
Employee Stock Option Plan, as well as benefits generally available to
executives of the Company. The agreement also provides that if Mr. Shumaker is
terminated from employment without cause, Mr. Shumaker will be entitled to
separation pay equal to six months of his then base salary, reduced by income
earned during the payment period.
On September 17, 1996, the Company entered into an agreement with Mr.
Parker which provides that if the Company is acquired, and he is terminated
without cause within two years from the acquisition date, the Company or
successor entity will be obligated to pay him separation pay equal to six months
of his then base salary, reduced by income earned during the payment period.
On December 8, 1992, the Company entered into an employment agreement
with Mr.Ronald Gewin, providing for his employment ascurrently Vice President-Manufacturing.President and General Manager, Technical
Products Group of the Company. The agreement provides for an annual salary
commencing at $125,000 and the opportunity to participate in the Company's
Incentive Bonus Plan and the Key Employee Stock Option Plan, as well as benefits
generally available to executives of the Company. On December 15, 1994, the
Company entered into an additional agreement with Mr. Gewin which provides that
if the Company is acquired, and he is terminated without cause within two years
from the acquisition date, the Company or successor entity will be obligated to
pay him separation pay equal to twelve months of his then base salary, reduced
by income earned during the payment period.
On September 17, 1996, the Company entered into an agreement with Mr.
Parker which provides that if the Company is acquired, and he is terminated
without cause within two years from the acquisition date, the Company or
successor entity will be obligated to pay him separation pay equal to six months
of his then base salary, reduced by income earned during the payment period.
11
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table contains information with respect to the
"beneficial ownership" (as defined by the Securities and Exchange Commission) of
shares of the Company's common stock, as of June 30, 1998,1999, by (i) each director
and director nominee, (ii) each of the named executive officers and (iii) all
directors and executive officers as a group. Except as otherwise indicated by
footnote, the shares shown are held directly with sole voting and investment
power.
Shares Percent
beneficially of
Name owned (1) class
- ---- ------------- ----------------- -----
Margaret Barr Bruemmer(2).......................................................................... 95,544 3.9%
Wiley N. Caldwell.........................................Caldwell................................................. 5,500 *
John C. Campbell, Jr.(3)............................................................................ 41,667 1.7%
Kingman Douglass..........................................Douglass.................................................. 15,000 *
Eli Manchester, Jr........................................ 71,250 2.9%Jr................................................ 76,875 3.1%
Thomas F. Pyle(4)......................................... 11,000................................................. 16,000 *
James T. Rhind(5).......................................................................................... 386,351 15.9%
T. Ronald Gewin........................................... 8,250 *15.8%
William A. Shumaker....................................... 22,250 *Shumaker............................................... 28,000 1.1%
D. Michael Parker(6)...................................... 14,500.............................................. 16,250 *
Kurt P. Rindoks................................................... 8,783 *
James J. Rossi(7)......................................... 9,871................................................. 12,073 *
Directors and executive officers as a group (12 persons).. 686,715 28.3%
- -------------------.......... 714,543 29.2%
________________________
* Percentage of class is less than 1%.
(1) Includes shares which may be acquired within sixty (60) days from June 30,
19981999 upon exercise of options by: Ms. Bruemmer - 2,500; Mr. Manchester - 3,750; Mr. Pyle - 5,000; Mr. Gewin - 8,250;6,875; Mr. Shumaker -
15,750;19,000; Mr. Parker - 6,500;7,250; Mr. Rindoks - 5,250; Mr. Rossi - 8,250;9,250; and all
directorsofficers and executive officersdirectors as a group - 52,000.60,125.
(2) Includes 2,000 shares held as custodian for Ms. Bruemmer's minor children and
88,544 shares held by Ms. Bruemmer's husband.
(3) Includes 11,82612,826 shares held by Mr. Campbell's wife, as to which shares he
disclaims beneficial ownership.
(4) Includes 3,0008,000 shares in which Mr. Pyle shares voting and investment power.
(5) Includes 243,079 shares held by Mr. Rhind's wife, Laura Campbell Rhind,
44,080 shares held by a trust under the will of Ruth Haney Campbell, as to
which Mrs. Rhind is a trustee and beneficiary, 44,910 shares held by two
trusts of which Mr. Rhind is sole trustee, and 12,000 shares owned by a
charitable foundation of which Mr. and Mrs. Rhind are two of three
directors. Mr. Rhind disclaims beneficial ownership of all of such shares.
(6) Includes 3,0009,000 shares in which Mr. Parker shares voting and investment
power.
(7) Includes 1,5502,750 shares in which Mr. Rossi shares voting and investment
power.
12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table contains information with respect to the
"beneficial ownership" (as defined by the Securities and Exchange Commission) of
shares of the Company's common stock, as of June 30, 1998,1999, by each person who is
known by management of the Company to have been the "beneficial owner" of more
than five percent of such stock as of such date. Except as otherwise indicated
by footnote, the shares shown are held with sole voting and investment power.
Shares Percent
beneficially of
Name owned class
- ---- --------------- ---------------------- -----
Elizabeth B. Gardner............. 224,569(1) 9.2%Gardner....................... 213,069(1) 8.7%
Laura Campbell Rhind.............Rhind....................... 386,351(2) 15.9%15.8%
Dimensional Fund Advisors, Inc... 147,700(3) 6.1%Inc............. 156,800(3) 6.4%
- -------------------________________________
(1) Includes 77,59364,093 shares held by Mrs. Gardner as a trustee of certain
irrevocable trusts for the benefit of her children, as to which shares she
disclaims beneficial ownership, and 11,925 shares held by Mrs. Gardner's
husband, as to which shares she disclaims beneficial ownership. Mrs.
Gardner's address is 42 Logan Terrace, Golf, Illinois 60029.
(2) Includes 44,080 shares held as trustee and beneficiary of a trust under the
will of Ruth Haney Campbell, 87,192 shares held by Mr. Rhind personally or
as trustee, as to which shares Mrs. Rhind disclaims beneficial ownership,
and 12,000 shares held by a charitable foundation of which Mr. and Mrs.
Rhind are two of three directors. Mr. and Mrs. Rhind and the third director
share voting and investment power over these shares, but disclaim
beneficial ownership of them. Mrs. Rhind's address is 830 Normandy Lane,
Glenview, Illinois 60025.
(3) The shares owned by Dimensional Fund Advisors listed in the table are shown
as being owned as of December 31, 19971998 according to a Schedule 13G filed
with the Securities and Exchange Commission in February 1998.1999. Dimensional
Fund Advisors' address is 1299 Ocean Avenue, Santa Monica, California
90401.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers, directors and 10% stockholders to file reports of
ownership with the Securities and Exchange Commission. Such persons also are
required to furnish the Company with copies of all Section 16(a) forms they
file. Based solely on its review of copies of such forms received by it and
inquiries of such persons, the Company believes that all such filing
requirements applicable to its executive officers, directors and 10%
stockholders were complied with.
13
INDEPENDENT PUBLIC ACCOUNTANTS
PricewaterhouseCoopers LLP has been selected by the Board of
Directors, upon the recommendation of its Audit Committee, to act as the
Company's independent public accountants for the fiscal year ending April 30,
1999.2000. PricewaterhouseCoopers LLP served as independent public accountants for
the Company for the fiscal year ended April 30, 1998.1999. A representative of
PricewaterhouseCoopers LLP is expected to attend the annual meeting and will be
afforded an opportunity to make a statement if he desires to do so and to
respond to questions by stockholders.
PROXIES AND VOTING AT THE MEETING
The expense of solicitation of proxies is to be paid by the Company.
The Company will also reimburse brokerage houses and other custodians, nominees
and fiduciaries for their reasonable expenses in sending proxies and proxy
material to the beneficial owners of the stock.
At the close of business on July 10, 1998,9, 1999, the record date for
determination of stockholders entitled to vote at the annual meeting, there were
2,428,6712,447,046 shares of common stock of the Company outstanding and entitled to
vote.
Each share of common stock is entitled to one vote. Any stockholder
giving a proxy has the power to revoke it at any time before it is voted, by
written notice to the Secretary, by delivery of a later-dated proxy or in person
at the meeting.
The holders of a majority of the total shares of common stock issued
and outstanding, whether present in person or represented by proxy, will
constitute a quorum for the transaction of business at the meeting. The vote of
a plurality of the shares represented at the meeting, in person or by proxy, is
required to elect the twothree nominees for director. Approval of any other matter
submitted to the stockholders for their consideration at the meeting requires
the affirmative vote of the holders of a majority of the shares of common stock
represented at the meeting, in person or by proxy, and entitled to vote.
Abstentions, directions to withhold authority, and broker non-votes are counted
as shares present in the determination of whether the shares of stock
represented at the meeting constitute a quorum. Abstentions, directions to
withhold authority, and broker non-votes are not counted in tabulations of the
votes cast on proposals presented to stockholders. Thus, an abstention,
direction to withhold authority, or broker non-vote with respect to a matter
hasother than the election of directors, may have the same legal effect as a vote
against the matter. With respect to the election of directors, an abstention,
direction to withhold authority or broker non-vote will have no effect. An
automated system administered by the Company's transfer agent will be used to
tabulate votes.
A stockholder entitled to vote for the election of directors can
withhold authority to vote for any of the nominees for Class IIII directors.
14
STOCKHOLDER PROPOSALS
The deadline for receipt of stockholder proposals for inclusion in the
Company's 1999 proxy material is March 19, 1999.2000. Any stockholder proposal should
be submitted in writing to the Secretary of the Company at its principal
executive offices. The stockholder proposal must include the stockholder's name
and address as it appears on the Company's records and the number of shares of
the Company's common stock beneficially owned by such stockholder. In addition,
(i) for proposals other than nominations for the election of directors, such
notice must include a description of the business desired to be brought before
the meeting, the reasons for conducting such business at the meeting, and any
material interest of the stockholder in such business, and (ii) for proposals
relating to stockholder nominations for the election of directors, such notice
must also include, with respect to each person nominated, the information
required by Regulation 14A under the Exchange Act.
FINANCIAL STATEMENTS
The Company has enclosed its Annual Report to Stockholders for the
fiscal year ended April 30, 19981999 with this Proxy Statement. Stockholders are
referred to the report for financial and other information about the Company,
but such report is not incorporated in this Proxy Statement and is not a part of
the proxy soliciting material.
OTHER MATTERS
Management of the Company knows of no other matters which are likely
to be brought before the annual meeting. If any such matters are brought before
the meeting, the persons named in the enclosed proxy will vote thereon according
to their judgment.
By Order of the Board of Directors
/s/ D. Michael Parker
D. MICHAEL PARKER
Secretary
July 24, 199827, 1999
15
PROXY
KEWAUNEE SCIENTIFIC CORPORATION
2700 West Front Street
Statesville, North Carolina 28677-2927
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Wiley N. Caldwell, John C. Campbell,
Jr. and James T. Rhind as Proxies, each with power of substitution, and hereby
authorizes them to represent and to vote, as designated on the reverse side
hereof, all the shares of common stock of Kewaunee Scientific Corporation held
of record by the undersigned on July 10, 1998, at the Annual Meeting of
Stockholders to be held at 10:00 a.m., Central Daylight Time, on August 26, 1998
and at any adjournment thereof.
Your vote for two directors may be indicated on the reverse side.
Kingman Douglass and Eli Manchester, Jr. have been nominated for election as
Class III Directors.
(Continued and to be signed on the reverse side)
This proxy when properly executed will be voted in the manner directed by the
undersigned stockholder. If no direction is made, this proxy will be voted FOR
the election of the nominees named in Item 1 below. Please mark your vote inside
one box below.
1. Election of Class IIII Directors:
Kingman DouglassMargaret Barr Bruemmer, Wiley N. Caldwell and Eli Manchester, Jr.Thomas F. Pyle
FOR the nominees listed WITHHOLD AUTHORITY
above (except as to vote for the nominee
marked to the contrary the nominees
on the line below)contrary) listed above
[_] [_]
If you wish to withhold authority for eitherany of the
nominees, write such nominee's name in this space
- --------------------------------------------------------------------------------__________________________________________
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Meeting.
You are urged to date, sign and return
promptly this proxy in the envelope
provided. It is important for you to be
represented at the Meeting. The execution of
this proxy will not affect your right to
vote in person if you are present at the
Meeting and wish to so vote.
Date: , 1998
--------------------------
--------------------------------------_________________________________, 1999
____________________________________________
Signature
--------------------------------------____________________________________________
Signature if held jointly
IMPORTANT: Please assignsign exactly as your name
or names appear hereon. If signing as an
attorney, executor, administrator, trustee,
guardian, or in some other representative
capacity, or as an officer of a corporation,
please indicate your capacity or full title.
If stock is held jointly, each joint owner
should sign.
PROXY
KEWAUNEE SCIENTIFIC CORPORATION
2700 West Front Street
Statesville, North Carolina 28677-2927
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Eli Manchester, Jr., James T. Rhind
and John C. Campbell, Jr. as Proxies, each with power of substitution, and
hereby authorizes them to represent and to vote, as designated on the reverse
side hereof, all the shares of common stock of Kewaunee Scientific Corporation
held of record by the undersigned on July 9, 1999, at the Annual Meeting of
Stockholders to be held at 10:00 a.m., Central Daylight Time, on August 25, 1999
and at any adjournment thereof.
Your vote for three directors may be indicated on the reverse side.
Margaret Barr Bruemmer, Wiley N. Caldwell and Thomas F. Pyle have been nominated
for election as Class I Directors.
(Continued and to be signed on the reverse side)