o Preliminary Proxy Statement | ||
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
þ Definitive Proxy Statement | ||
o Definitive Additional Materials | ||
o Soliciting Material Pursuant to Section 240.14a-12 |
þ | No fee required. |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
o | Fee paid previously with preliminary materials. |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
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1. | To elect three Directors for a term expiring in 2007; |
2. | To transact such other business that is properly brought before the meeting. |
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Principal Occupation, | ||||||||||
Past Five Years, | Director | |||||||||
Name of Director | Age | Other Directorships | Since | |||||||
Michael D. Siegal | 52 | Chief Executive Officer of the Company since 1984, and Chairman of the Board since 1994. Serves on the following boards: American National Bank (Cleveland, Ohio) and Metals Service Center Institute (MSCI). Vice Chairman of the Development Corporation for Israel and Vice President of the Cleveland Jewish Federation. | 1984 | |||||||
Thomas M. Forman | 59 | Business consultant and private investor. President, Jupiter Licensing from 2002 to 2004 (a licensing agency for corporate trademarks and retail brands). From 1999 to 2000, he served as Chief Administrative Officer and co-founder of HealthSync (a provider of an employer-paid health insurance marketplace). Serves on the Board of Advisors of the Shaker Consulting Group and White Dove Mattress Company. Previously served as Vice President of Sealy Corporation and as Executive Vice President and a member of the Board of Directors of Bridgestone/Firestone, Inc. | 1994 | |||||||
James B. Meathe | 48 | Vice Chaiman of Palmer & Cay, Inc. (an insurance and brokerage firm) since December 2004 and previously served as President and Chief Operating Officer of Palmer & Cay since January 2003. Managing Director and Chairman Midwest Region of Marsh Inc. (a risk and insurance services firm) from 1999 to 2002. Previously, he served in several senior management positions with Marsh Inc. Serves on the Board of Directors of Boykin Lodging Company. | 2001 |
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Principal Occupation, | ||||||||||
Past Five Years, | Director | |||||||||
Name of Director | Age | Other Directorships | Since | |||||||
David A. Wolfort | 52 | President since January 2001 and Chief Operating Officer of the Company since 1995. He serves as a director of the MSCI. He is past Chairman of the MSCI Political Action Committee and past Chairman of the MSCI’s Government Affairs Committee, and a Regional Board Member of the Northern Ohio Anti-Defamation League. | 1987 | |||||||
Ralph M. Della Ratta | 51 | Senior Managing Director, since December 2003, of MAX-Ventures LLC, a venture capital firm and, since August 2004, Western Reserve Partners LLC, an investment banking firm. From 1998 to 2003, Mr. Della Ratta was Senior Managing Director and Manager of Investment Banking Division of McDonald Investments, Inc. Serves on the Board of Directors of Hyland Software, Inc. | 2004 | |||||||
Martin H. Elrad | 65 | Private investor. | 1987 | |||||||
Howard L. Goldstein, C.P.A. | 52 | Managing Director of Mallah, Furman and Company (a public accounting firm) and Senior Partner for over five years. Member of the American Institute of Certified Public Accountants, the Florida Institute of Certified Public Accountants, the Florida Board of Accounting, the New Jersey Board of Certified Public Accountants and the New Jersey Institute of Certified Public Accountants. | 2004 |
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Number of Shares | Percentage of | |||||||
Names of Beneficial Owners | Beneficially Owned | Ownership | ||||||
Michael D. Siegal 5096 Richmond Road Cleveland, OH 44146 | 1,631,099 | 1 | 15.3 | % | ||||
Dimensional Fund Advisors, Inc. 1299 Ocean Avenue, 11th Floor Santa Monica, CA 90401 | 776,156 | 2 | 7.7 | % | ||||
Batterymarch Financial Management, Inc. 200 Claredon Street Boston, MA 02116 | 754,880 | 3 | 7.4 | % | ||||
David A. Wolfort 5096 Richmond Road Cleveland, OH 44146 | 753,666 | 4 | 7.4 | % | ||||
American Century Investment Management, Inc. 4500 Main Street, 9th Floor Kansas City, MO 64111 | 667,690 | 5 | 6.6 | % | ||||
FMR Corp. 82 Devonshire Street Boston, MA 02109 | 650,628 | 3 | 6.4 | % |
1 | Does not include 51,000 shares held in various trusts for the benefit of Mr. Siegal’s children. Mr. Siegal disclaims beneficial ownership of such shares. Includes 99,999 shares issuable upon exercise of options exercisable within sixty days of March 22, 2005. |
2 | Based on Schedule 13G/ A filed with the Securities and Exchange Commission on or about March 2, 2005. |
3 | Based on Schedule 13G filed with the Securities and Exchange Commission on or about February 14, 2005. |
4 | Includes 250,666 shares issuable upon exercise of options exercisable within sixty days of March 22, 2005. |
5 | Based on Schedule 13G filed with the Securities and Exchange Commission on or about February 11, 2005. |
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Number of Shares | Percentage of | |||||||
Names of Beneficial Owners | Beneficially Owned | Ownership | ||||||
Michael D. Siegal | 1,631,099 | 1 | 15.3 | % | ||||
David A. Wolfort | 753,666 | 2 | 7.1 | % | ||||
Richard T. Marabito | 78,666 | 3 | * | |||||
Heber MacWilliams | 43,133 | 4 | * | |||||
Richard A. Manson | 21,860 | 4 | * | |||||
Martin H. Elrad | 24,333 | 4 | * | |||||
Thomas M. Forman | 18,033 | 4 | * | |||||
James B. Meathe | 18,533 | 4 | * | |||||
Ralph M. Della Ratta, Jr. | 9,000 | 4 | * | |||||
Howard L. Goldstein | 8,600 | 4 | * | |||||
All Directors and executive officers as a group (10 persons) | 2,606,923 | 5 | 24.4 | % |
1 | Does not include 51,000 shares held in various trusts for the benefit of Mr. Siegal’s children. Mr. Siegal disclaims beneficial ownership of such shares. Includes 99,999 shares issuable upon exercise of options exercisable within sixty days of March 22, 2005. |
2 | Includes 250,666 shares issuable upon exercise of options exercisable within sixty days of March 22, 2005. |
3 | Does not include 3,000 shares held in various trusts for the benefit of Mr. Marabito’s children. Mr. Marabito disclaims beneficial ownership of such shares. Includes 73,166 shares issuable upon exercise of options exercisable within sixty days of March 22, 2005. |
4 | Includes shares issuable upon exercise of options exercisable within sixty days of March 22, 2005 as follows: MacWilliams – 31,333, Manson – 17,500, Elrad – 19,333, Forman – 15,833, Meathe – 16,333, Della Ratta – 7,000, Goldstein – 7,000. |
5 | Includes 538,163 shares issuable upon exercise of options exercisable within sixty days of March 22, 2005. |
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Annual Compensation | ||||||||||||||||
Name and | All Other | |||||||||||||||
Principal Position(s) | Year | Salary | Bonus | Compensation1 | ||||||||||||
Michael D. Siegal, | 2004 | $ | 492,500 | $ | 506,284 | $ | 6,150 | |||||||||
Chairman of the Board and | 2003 | 400,000 | 0 | 0 | ||||||||||||
Chief Executive Officer | 2002 | 400,000 | 0 | 5,500 | ||||||||||||
David A. Wolfort, | 2004 | $ | 411,943 | $ | 526,284 | $ | 6,150 | |||||||||
President and | 2003 | 385,000 | 20,000 | 0 | ||||||||||||
Chief Operating Officer | 2002 | 385,000 | 20,000 | 5,500 | ||||||||||||
Richard T. Marabito, | 2004 | $ | 252,692 | $ | 508,781 | $ | 6,150 | |||||||||
Chief Financial Officer | 2003 | 200,000 | 0 | 0 | ||||||||||||
2002 | 200,000 | 0 | 5,500 | |||||||||||||
Heber MacWilliams, | 2004 | $ | 168,667 | $ | 204,571 | $ | 6,150 | |||||||||
Chief Information Officer | 2003 | 150,000 | 0 | 0 | ||||||||||||
2002 | 150,000 | 105,000 | 5,500 | |||||||||||||
Richard A. Manson,2 | 2004 | $ | 131,654 | $ | 204,564 | $ | 6,150 | |||||||||
Treasurer | 2003 | 122,000 | 0 | 0 |
1 | “All Other Compensation” includes contributions to the Company’s 401(k) plan to match pre-tax elective deferral contributions. |
2 | Pursuant to SEC rules, no information regarding compensation for years prior to appointment as Named Executive Officer is required. |
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% of Total Options | ||||||||||||||||||||
Number of Shares | Granted to | |||||||||||||||||||
Covered by | Employees in | Exercise Price | Expiration | Grant Date | ||||||||||||||||
Name | Option Grant | Fiscal Year | ($/Share)1 | Date | Present Value2 | |||||||||||||||
Michael D. Siegal | 25,000 | 10.2 | % | $ | 12.32 | 4/29/14 | $ | 201,574 | ||||||||||||
David A. Wolfort | 25,000 | 10.2 | % | $ | 12.32 | 4/29/14 | $ | 201,574 | ||||||||||||
Richard T. Marabito | 25,000 | 10.2 | % | $ | 12.32 | 4/29/14 | $ | 201,574 | ||||||||||||
Heber MacWilliams | 6,500 | 2.7 | % | $ | 12.32 | 4/29/14 | $ | 52,409 | ||||||||||||
Richard A. Manson | 8,500 | 3.5 | % | $ | 12.32 | 4/29/14 | $ | 68,535 |
1 | Stock Options were awarded with an exercise price equal to the fair market value per share of the Common Stock on the grant date. |
2 | In accordance with the rules of the SEC, the Black-Scholes option pricing model was chosen to estimate the grant date present value of the options set forth in this table. The Company cannot predict or estimate the future price of the Company’s Common Stock, and neither the Black-Scholes model nor any other model can accurately determine the value of an option. Accordingly, there is no assurance that the value realized by an officer, if any, will be at or near the value estimated in the Black-Scholes model. The Black-Scholes valuation was determined using the following assumptions: an average volatility of 59%, no dividend yield, a risk-free interest rate of 4.49% and a projected exercise period of 10 years. |
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Number of Securities | ||||||||||||||||||||||||
Underlying Options at Year | Value of In-The-Money | |||||||||||||||||||||||
Options Exercised | End | Options at Year End ($)1 | ||||||||||||||||||||||
Shares Acquired in | Value | |||||||||||||||||||||||
Name | Exercise | Realized | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Michael D. Siegal | 0 | 0 | 93,332 | 10,001 | $ | 1,781,955 | $ | 224,189 | ||||||||||||||||
David A. Wolfort | 80,000 | $ | 1,514,666 | 183,999 | 130,001 | $ | 4,039,321 | $ | 3,202,329 | |||||||||||||||
Richard T. Marabito | 0 | 0 | 66,499 | 10,001 | $ | 1,203,371 | $ | 224,189 | ||||||||||||||||
Heber MacWilliams | 4,000 | $ | 63,960 | 27,999 | 5,001 | $ | 480,170 | $ | 112,105 | |||||||||||||||
Richard A. Manson | 14,000 | $ | 206,340 | 13,666 | 6,334 | $ | 234,739 | $ | 143,371 |
1 | These values are based on the spread between the respective exercise price of outstanding stock options and the fair market value of the Company’s Common Stock at December 31, 2004 ($26.51). These amounts may not represent amounts actually realized by the Named Executive Officers. |
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Number of Securities | Number of | |||||||||||
to be Issued Upon | Weighted-average | Securities | ||||||||||
Exercise of | Exercise Price of | Remaining Available | ||||||||||
Plan Category | Outstanding Options | Outstanding Options | for Future Issurance | |||||||||
Equity compensation plans approved by security holders | 887,504 | $ | 6.33 | 3,168 | ||||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||
Totals | 887,504 | $ | 6.33 | 3,168 | ||||||||
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Total Return | ||||||||||||||||||||||||
Analysis | 12/31/99 | 12/31/00 | 12/31/01 | 12/31/02 | 12/31/03 | 12/31/04 | ||||||||||||||||||
Olympic Steel, Inc. | $ | 100.00 | $ | 41.45 | $ | 53.68 | $ | 67.37 | $ | 172.84 | $ | 558.11 | ||||||||||||
Peer Group1 | $ | 100.00 | $ | 84.91 | $ | 84.79 | $ | 82.19 | $ | 132.20 | $ | 185.14 | ||||||||||||
Nasdaq US Index | $ | 100.00 | $ | 60.71 | $ | 47.93 | $ | 32.82 | $ | 49.23 | $ | 53.46 |
1 | Peer Group consists of A.M. Castle & Co., Gibraltar Industries, Inc., Shiloh Industries, Inc., Steel Technologies Inc., Ryerson Tull, Inc., Reliance Steel and Aluminum Company, and Worthington Industries, Inc. |
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Marc H. Morgenstern | |
Secretary | |
By Order of the Board of Directors | |
April 11, 2005 |
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PROXY | PROXY |
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ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 28, 2005
This Proxy is Solicited by the Board of Directors
At the Annual Meeting of Shareholders of OLYMPIC STEEL, INC. to be held on April 28, 2005, and at any adjournment, MICHAEL D. SIEGAL and DAVID A. WOLFORT, and each of them, with full power of substitution and resubstitution, are hereby authorized to represent me and vote all my shares on the following matters:
You are encouraged to specify your choices by marking the appropriate boxes, but you need not mark any boxes if you wish to vote in accordance with the Board of Directors’ recommendations. The Proxies cannot vote your shares unless you sign and return this Card. Unless otherwise specified above, this proxy will be voted FOR the election as Directors of the nominees noted on the reverse side.
PLEASE DATE, SIGN, AND RETURN IN THE ENCLOSED ENVELOPE—NO POSTAGE NECESSARY.
(Continued and to be signed on reverse side.)
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. n
[ | ] |
For All | Withhold All | For All Except | ||||||||
1. | Election of three Directors: Nominees: Michael D. Siegal Thomas M. Forman James B. Meathe | o | o | o | 2. Any other matter that may properly come before this Meeting. |
INSTRUCTION: To withhold authority to vote for any individual nominee, write the nominee’s name on the space provided below. |
Dated: | , 2005 | |||||
Signature or Signatures | ||||||
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. |
FOLD AND DETACH HERE
Regardless of whether you plan to attend the Annual Meeting
of Shareholders, you can be sure your shares are
represented at the meeting by promptly returning
your proxy in the enclosed envelope.