ART'S-WAY MANUFACTURING CO., INC.
ARMSTRONG, IOWA 50514-0288
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On April 19, 2005
To: The Stockholders of
ART'S-WAY MANUFACTURING CO., INC.
Notice is hereby given that the Annual Meeting of Stockholders of
Art's-Way Manufacturing Co., Inc., a Delaware corporation (the
"Company"), will be held at One Pacific Place, Suite 800, 1125 South 103
Street, Omaha, Nebraska 68124 on Tuesday, April 19, 2005, at 10:00 A.M.
Central Daylight Savings Time, for the following purposes:
(1) To elect seven (7) directors to serve until the next Annual
Meeting of Stockholders or until such time as their successors are
elected and qualified;
(2) To consider and vote upon a proposal to ratify the appointment
of McGladrey & Pullen, LLP as independent public accountants of the
Company for the year ending November 30, 2005; and
(3) To transact such other business as may properly come before the
meeting.
NOTE: The Board of Directors is not aware of any other business to come
before the meeting.
Any action may be taken on any one of the foregoing proposals at the
meeting on the date specified above, or on any date or dates to which
the meeting may be adjourned. The Board of Directors of the Company has
fixed the close of business on February 23, 2005 as the record date for
determining the stockholders of the Company entitled to notice of and to
vote at the meeting and any adjournments thereof, and only stockholders
of record at such time will be entitled to such notice and to vote. The
stock transfer books of the Company will not be closed.
You are requested to fill in and sign the enclosed form of proxy which
is solicited by the Board of Directors and to mail it promptly in the
enclosed envelope. The proxy is revocable and will not be used if you
attend and vote at the meeting in person.
By Order of the Board of Directors
John C. Breitung,
President
Armstrong, Iowa
March 2, 2005
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE YOUR CORPORATION THE
EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM. AN
ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS OF
ART'S-WAY MANUFACTURING CO., INC.
5556 HIGHWAY 9
ARMSTRONG, IOWA 50514-0288
712-864-3131
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Art's-Way Manufacturing Co., Inc.,
a Delaware Corporation, for use at the Annual Meeting of Stockholders to
be held at One Pacific Place, Suite 800, 1125 South 103 Street, Omaha,
Nebraska, 68124, on Tuesday, April 19, 2005 at 10:00 A. M. Central
Daylight Savings Time and at any and all adjournments thereof.
Stockholders of record at the close of business on February 23, 2005 are
entitled to notice of and to vote at the Meeting.
PROXIES
Proxies are being solicited by the Board of Directors. Proxies so given
may be revoked at any time prior to the Annual Meeting. No special form
of revocation is required and it need not be in writing. Proxies will be
solicited by mail and the expense of the solicitation of such proxies
will be borne by the Company. In addition to the solicitation by use of
the mails, directors, officers and/or executive and administrative
employees of the Company may solicit the return of proxies by mail,
telephone or in person, without extra compensation. The Company has
retained the American Stock Transfer and Trust Company, New York, New
York, to assist in solicitation of proxies at a cost of approximately
$1,800. The approximate date on which notice of the meeting, this Proxy
Statement and form of proxy are first being sent to stockholders is
March 8, 2005.
Shares that are held by stock brokers in "street name" may be voted
by the stock broker on routine matters and with stockholder direction on
other matters. When the stock broker does not vote the shares, the stock
broker's abstention is referred to as a "broker non-vote." Broker
non-votes generally do not affect the determination of whether a quorum
is present at the Annual Meeting. Under applicable law, a broker
non-vote will have the same effect as a vote against any proposal other
than the election of directors and will have no effect on the outcome of
the election of directors.
VOTING SECURITIES & QUOREM
As of the close of business on February 23, 2005, the record date for
the Annual Meeting, the outstanding voting securities consisted of
1,938,176 shares of common stock, each of which is entitled to one vote
on each matter presented.
Transaction of business may occur at the meeting if a quorum is present.
A quorum will be present if a majority of the voting power of the
outstanding shares of common stock are present at the meeting, in person
or by proxy.
VOTING SECURITIES AND OWNERSHIP BY CERTAIN BENEFICIAL OWNERS
The following table sets forth the names of the persons known to the
Company who beneficially own more than 5% of the issued and outstanding
shares of common stock of the Company as of February 23, 2005, the
record date for the meeting:
Type of Number of Percent of
Name and Address Ownership Shares Outstanding
Arthur Luscombe Of record and 118,825 6.13%
RR Beneficially
Dolliver, Iowa 50531
Franklin Resources, Inc. Beneficially 134,500 6.94%
777 Mariners Island Blvd.
San Mateo, California 94404
J. Ward McConnell, Jr. Of record and 775,200 40.00%
P.O. Box 6246 Beneficially
Kinston, North Carolina 28501
VOTING SECURITIES OWNED BY
EXECUTIVE OFFICERS AND DIRECTORS
The following table shows certain information with respect to the
Company's common stock beneficially owned by directors and executive
officers as of February 23, 2005. The shares shown as beneficially owned
include shares which executive officers and directors are entitled to
acquire pursuant to outstanding stock options exercisable within sixty
days of February 23, 2005.
Name Number of Shares Percent of Class
Thomas E. Buffamante 500 *
David R. Castle 7,000 (3) *
George A. Cavanaugh, Jr. 5,300 (3) *
James L. Koley 57,700 (3) 2.98%
Douglas McClellan 20,500 (3) *
J. Ward McConnell, Jr. 777,700 (1) 40.12%
Marc H. McConnell 4,150 (2) *
John C. Breitung 19,500 (4) *
Directors and Executive Officers
as a Group (8 persons) 892,350 46.04%
* Less than 1%
(1) Includes 2,500 shares which can be purchased by each individual pursuant
to stock options.
(2) Includes 3,750 shares which can be purchased by each individual pursuant
to stock options.
(3) Includes 5,000 shares which can be purchased by each individual pursuant
to stock options.
(4) Includes 15,000 shares which can be purchased pursuant to stock options.
BOARD OF DIRECTORS AND ELECTION
Nominees to the Board of Directors
The Board of Directors of the Company is presently composed of seven (7)
directors. At this Annual Meeting of Stockholders seven (7) directors
are to be elected to hold office until the 2006 Annual Meeting of
Stockholders or until the successor of each shall be elected and
qualified. All of the nominees named herein are presently serving as
members of the Board of Directors. Management has no reason to believe
that any of those named below will be unable or unwilling to serve. If
for any reason any nominee named is unable to serve, the shares
represented by all valid proxies will be voted for the election of a
substitute nominee recommended by the Board of Directors or the Board of
Directors may reduce the size of the Board.
Nominees receiving the highest number of affirmative votes cast, up to
the number of directors to be elected, will be elected as directors. The
proxy holders will vote the proxies for the below seven nominees.
The name of each nominee, his age, the year in which he was first
elected a director, his principal occupation or occupations for the past
five years and positions (other than director) with the Company are as
follows:
J. WARD McCONNELL, JR., age 73, Kinston, North Carolina. Private
investor for more than five years. Mr. McConnell is Chairman of the
Board of Directors. Mr. McConnell was a director from 1996 to 2001,
returning as a director in Feburary 2002.
THOMAS E. BUFFAMANTE, age 52, Olean, New York.. Certified Public
Accountant and President of Buffamante Whipple Buttafaro, P.C., where he
has been a director and shareholder of the firm since 1981. Mr.
Buffamante has been a director since 2003.
DAVID R. CASTLE, age 55, Ontario, Canada. Director of Operations
Worldwide for Avery Weigh-Tronix since September 2002, President of
Weigh-Tronix, Inc., Fairmont, Minnesota since May 1998, where he had
served as Vice President and General Manager of their Santa Rosa
facility since July 1990. Chairman of the Compensation and Stock Option
Committee and Chairman of the Audit Committee. Mr. Castle has been a
director since 2000.
GEORGE A. CAVANAUGH, JR., age 84, Ocala, Florida. Retired since 1981;
formerly President of Cavanaugh & Associates, Inc., Manufacturers
Representative, Southfield, Michigan. Member of the Compensation and
Stock Option Committee. Mr. Cavanaugh has been a director since 1972.
JAMES L. KOLEY, age 74, Omaha, Nebraska. Past Chairman of the Board of
the law firm of Koley Jessen P.C., Omaha, Nebraska since February 1988.
Director of Dover Corporation, New York, New York and is Chairman of
Dover's Governance and Nominating Committee. Member of the Audit
Committee. Mr. Koley has been a director since 1976.
DOUGLAS McCLELLAN, age 54, Clarence, New York. President of Filtration
Unlimited, Akron, New York, where he has held various positions for more
than five years. Member of the Compensation and Stock Option Committee
and Audit Committee. Mr. McClellan has been a director since 1987.
MARC H. McCONNELL, age 25, Bath, New York. President of Babcock Co.,
Inc., Bath, New York since July 2001. Prior to that time attended
Cornell University's School of Industrial & Labor Relations at Ithaca,
New York. Mr. McConnell was appointed to Board of Directors July 2001.
The Board of Directors recommends a vote FOR the seven nominees listed
above.
Vote Required for Ratification
The affirmative vote of a majority of the shares represented at the
meeting is required to elect the Board of Directors.
BOARD NOMINATING PROCESS
In connection with the nominations for the Board of Directors for
the 2005 Annual Meeting of Stockholders, the Board of Directors of the
Company, as a whole, acted as a Nominating Committee. In accordance with
NASDAQ requirements, the nominees were approved by all six of the
independent directors of the Board, as defined in the NASDAQ listing
standards. Because the Board of Directors is comprised solely of persons
who are not employees or officers of the Company, the Board does not
deem it necessary to have a separate Nominating Committee. At the 2004
Annual Meeting of Stockholders, the Board of Directors adopted a charter
for the Board of Directors when acting as the Nominating Committee.
The Board of Directors will consider director candidates recommended
by holders of common stock. In order for a candidate to be considered, a
stockholder must submit information on the proposed candidate not less
than 60, nor more than 90 days prior to the first anniversary of the
preceding year's annual meeting. For the 2006 Annual Meeting of
Stockholders, a nomination would need to be received not later than
February 20, 2006, nor before January 20, 2006. The nomination must
include the following information:
(1) the full name and address of candidate;
(2) the age of the candidate;
(3) a five-year business history of the candidate;
(4) the amount of common stock of the Company owned by the
candidate;
(5) any family relationships between the candidate and any executive
officer or current director of the Company;
(6) any business transactions between the candidate or the
candidate's business and the Company; and
(7) a written consent of the candidate to be named in the Company's
proxy statement and to serve as a director if elected.
Additionally, any holder of common stock nominating a candidate is
encouraged to set forth any other qualifications which he or she
believes the candidate has to serve as director of the Company and the
reasons why the holder believes the candidate should be elected to the
Board of Directors of the Company.
In selecting nominees for the Board of Directors, the Board of
Directors, acting as the Nominating Committee, will consider all
candidates submitted, including incumbent Board members based upon the
qualifications of the candidates, the business and financial experience
of the candidates, the experience of the candidates serving on public
company boards of directors, and other skills sets deemed appropriate by
the Board of Directors to enact the mission and business purposes of the
Company. Each nominee for the 2005 Annual Meeting of Shareholders is
currently a director of the Company. Currently the Company does not
engage any third parties, for a fee or otherwise, to identify or
evaluate potential nominees. No nominations for candidates were received
from any holders of common stock for the 2005 Annual Meeting.
SECURITY HOLDER COMMUNICATIONS TO THE BOARD OF DIRECTORS
Any holder of common stock wishing to communicate with the Board of
Directors about any matter involving the business or operations of the
Company should send the communication, in written form, to the President
of the Company at the Company's principal place of business in
Armstrong, Iowa. The President of the Company will promptly send the
communication to each member of the Board of Directors.
BOARD OF DIRECTORS COMMITTEES, MEETINGS
The Board of Directors has an Audit Committee and a Compensation and
Stock Option Committee. The Board acts as its own Nominating Committee.
The Audit Committee's principal functions are to evaluate and review
financial procedures, controls and reporting. The Audit Committee
recommends selection of the independent public accountants. The Audit
Committee had five meetings in the last fiscal year, one regular meeting
and four meetings by tele-conference. The Report of the Audit Committe
is discussed later in this proxy statement.
The Compensation and Stock Option Committee has the responsibility to
review and advise management on broad compensation policies such as
salary ranges and incentive programs. The Committee also administers the
Incentive Stock Option Plans and grants options pursuant to the Plans.
Furthermore the Committee has the responsibility to approve and
recommend to the Board of Directors base salaries, salary increases and
other benefits for elected officers. The Compensation and Stock Option
Committee had two meetings in the last fiscal year.
The Board of Directors held five meetings in the last fiscal year, four
regular meetings and one special meeting. Each director, except two,
attended 100% of the meetings of the Board and the Board Committees of
which he was a member. David Castle was unable to attend one meeting and
Douglas McClellan attended one meeting by tele-conference.
The Board of Directors encourages all directors to attend the annual
shareholders' meetings. At the 2004 annual meeting six directors
attended.
Effective April 24, 2003, each director, other than the Chairman of the
Board, receives $12,000 per year with no committee or attendance fees.
The Chairman of the Board receives $82,000 per year and is eligible for
a discretionary bonus. The Compensation Committee intends to review Mr.
McConnell's efforts and contributions for fiscal 2004 and will consider
an appropriate bonus to be paid in fiscal 2005.
EXECUTIVE OFFICERS OF THE COMPANY
John C. Breitung, age 62, was appointed President on January 16, 2001.
From 1998 to 2000, Mr. Breitung served as Vice President of Operations
for GKN Armstrong Wheels, Armstrong, Iowa. From 1996 to 1998, he served
as Vice President of Operations for Monona Wire Corporation, Monona,
Iowa.
Carrie Majeski, age 29, was appointed Chief Finicial Officer on July 22,
2004. From 2001 to 2004, Mrs. Majeski was responsible for all the
functions of a controller at Tyco Plastics, Fairmont, Minnesota. From
2000 to 2001, she was a Staff Accountant with Wolf Etter & Co in
Madelia, Minnesota.
EXECUTIVE COMPENSATION
Compensation and Stock Option Committee Report on Executive Compensation
The Compensation and Stock Option Committee of the Board is composed of
three independent, non-employee directors and has the responsibilities
as described on page 6 of this Proxy Statement. The Committee has
furnished the following report:
The compensation philosophy of the Company is to provide a compensation
package to executives that will, with base salary, incentive
compensation and stock options, maximize long-term shareholder value.
The Company's policy is to pay base salaries that are at, or near, the
average for similar companies. Salary increases are considered annually
and are based on current salary and the individual performance during
the past year. The Committee recommends to the Board salary increases
for the Company's President, John C. Breitung.
The incentive compensation plan for executive officers is a performance
driven bonus plan to promote the objectives of the Company.
Profitability is the underlying factor in the determination of the
annual bonus plan. Each year the Compensation and Stock Option Committee
recommends to the Board the specific bonus plan for executive officers.
Stock options have historically been the third part of the overall
compensation package for executive officers and are awarded to provide
long term incentives. The 1991 Employee Stock Option Plan has expired
and only the President, Mr. Breitung, has options under that Plan. The
Compensation and Stock Option Committee recommended to the Board for
approval, the option award to Mr. Breitung, in January 2001. The option
price for Mr. Breitung's option was 100% of the fair market value of the
shares at the date of grant. The option is exercisable 25% on the date
of grant and 25% on each year of service after that.
David R. Castle, Chairman
George A. Cavanaugh, Jr.
Douglas McClellan
Summary Compensation Table
The following table sets forth the aggregate cash and cash equivalent
forms of remuneration accrued by the Company and its subsidiaries to, or
for, the benefit of the President. No other executive officer's
remuneration exceeded $100,000.
Long Term
Annual Compensation Compensation Awards
Name and All Other
Principal Position Year Salary ($) Bonus ($) Compensation Options
John C. Breitung 2004 $75,000 $7,500 - -
President 2003 71,449 5,000 - -
Description of Stock Options Plans
The Company has in effect one stock option plan, the 2001 Director
Stock Option Plan.
Under the 2001 Director Stock Option Plan, options may be granted to
non-employee directors at a price not less than fair market value at the
date the options are granted. Non-employee directors who have served for
at least one year are automatically granted options to purchase 5,000
common shares. Options for an aggregate of 50,000 common shares may be
granted under the Plan. Each option will be for a period of ten years
and may be exercised at a rate of 25% at the date of grant and an
additional 25% after one, two and three years of service on a cumulative
basis. There are 20,000 common shares available for grant, and 30,000
options outstanding, of which 20,000 are exercisable.
Under the expired 1991 Employee Stock Option Plan, stock options were
granted to key employees to purchase shares of common stock of the
Company at a price not less than fair market value at the date the
options were granted. Options granted could be either nonqualified or
incentive stock options. The option price, vesting period, and term were
set by the Compensation Committee of the Board of Directors of the
Company. Options for an aggregate of 100,000 common shares were
available for grant. Each option was for a period of 10 years and could
be exercised at a rate of 25% at the date of grant and 25% on the first,
second and third anniversary date of the grant on a cumulative bases.
Effective April 2001, the period available for option grants under the
1991 Employee Stock Option Plan expired and as a result, no shares are
available for issuance.
Options Grants in the Last Fiscal Year
During the 2003 fiscal year, Mr. J. Ward McConnell, Jr., was granted
options to acquire 5,000 shares of the company's common stock at $3.50
per share under the 2001 Director Stock Option Plan.
Option Exercises and Fiscal Year-End Values
There were no stock options exercised during the last year by either the
President or the directors.
The Company has a 401(k) Savings Plan (the "Plan") which covers
substantially all full-time employees. Participating employees
contribute to the Plan through salary reductions. The Company
contributes a discretionary percentage of the Plan Participant's salary
deferrals. Management of the Plan assets changed March 3, 2003 from
Principal Financial Group, Des Moines, Iowa to American United Life,
Indianapolis, Indiana. Vesting of participants is 20% per year after one
year of employment until 100% vested after 6 years. There were no
contributions made by the Company in the years ended November 30, 2004,
2003 and 2002. No amounts were paid or distributed to the President
pursuant to the Plan.
CERTAIN TRANSACTIONS
In February 2002, the Company sold 640,000 shares of common stock to an
existing shareholder, Mr. J. Ward McConnell, Jr. at estimated fair
value. Proceeds from the sale of the stock were $800,000. Mr. McConnell
has agreed that without prior approval of the Board of Directors,
excluding himself and his son, he will not acquire as much as fifty
percent (50%) of the Company's common stock and will not take the
Company private. Immediately after the transaction, Mr. McConnell was
elected as Chairman of the Board of Directors of the Company. His son,
Mr. Marc McConnell, is also a director.
J. Ward McConnell, Jr. was required in 2003, to personally guarantee
the Company's two new credit facilities with West Bank, West Des Moines,
Iowa. After three years, Mr. McConnell's guarantee of the second
facility (up to $3 million) will be reduced to a percentage equaling Mr.
McConnell's ownership of the Company. After such three-year period, if
Mr. McConnell's ownership in the Company is reduced to less than 20%,
the guarantee will be removed. The Company compensates Mr. McConnell for
his personal guarantee at an annual percentage rate of 2% of the
outstanding balance borrowed under the two credit facilities, such fee
paid monthly. Commencing April 25, 2003, the Company had $2 million
borrowed against the second credit facility. The Company paid Mr.
McConnell $42,320 through the Company's 2004 fiscal year ended November
30, 2004. The Board of Directors, with J. Ward McConnell and Marc
McConnell not participating, approved both of the above transactions.
PERFORMANCE GRAPH
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
The graph below compares the yearly percentage change in the cumulative
total stockholder return for the Company's common stock compared with
the NASDAQ Stock Market-U.S. Index, and the S&P Construction and Farm
Machinery Index.
Nov-99 Nov-00 Nov-01 Nov-02 Nov-03 Nov-04
Art's-Way Manufacturing Co., Inc.
(ARTW) 100.00 76.58 46.75 93.75 122.50 152.50
NASDAQ Stock Market - US Index
(INAS) 100.00 90.07 44.55 41.40 52.61 56.92
S & P Construction & Farm Machinery &
(CFM) 100.00 93.56 108.76 128.28 181.71 229.91
Heavy Trucks Index
REPORT OF THE AUDIT COMMITTEE
The Audit Committee consists of the following three members of the Board
of Directors, who are independent (as defined in Rule 4200(a)(14) of the
National Association of Securities Dealers' listing standards), David R.
Castle, Chairman, Douglas McClellan, and James L. Koley. The Audit
Committee operates pursuant to a written charter approved and adopted by
the Board. The Audit Committee, on behalf of the Board, oversees the
Company's financial reporting process. In connection with the November
30, 2004 financial statements and footnotes thereto, the audit
committee: (1) reviewed and discussed the audited financial statements
with management; (2) discussed with the auditors the matters required by
Statement on Auditing Standards No. 61; and (3) received and discussed
with the auditors the matters required by Independence Standards Board
Statement No. 1. Based upon these reviews and discussions, the Audit
Committee recommended to the Board of Directors that the audited
financial statements be included in the Annual Report on Form 10-K filed
with the SEC.
The Audit Committee also recommended to the Board of Directors the
selection of McGladrey & Pullen, LLP to serve as the Company's
independent public accountants for fiscal 2004.
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, acting on the recommendation of the Audit
Committee, has designated McGladrey & Pullen, LLP as independent public
accountants of the Company for the fiscal year ending November 30, 2005.
McGladrey & Pullen, LLP has been the independent public accountants of
the Company since March 5, 2003. The firm has advised the Company that
it has no relationship to the Company except that of independent public
accountants.
A representative of McGladrey & Pullen, LLP as the certifying auditors
for the year ended November 30, 2004, will be present at the Annual
Meeting of Stockholders, and will have the opportunity to make a
statement and to respond to appropriate questions regarding preparations
of the financial statements.
Effective March 5, 2003, the company elected to change its certifying
accountant and states as follows:
" KPMG, LLP ("KPMG") was dismissed by the Company, effective
March 5, 2003.
" KPMG, during the prior two audit periods, issued one going concern
opinion for the year ended November 30, 2001 and an unqualified
opinion for the year ended November 30, 2002.
" The decision to change accountants was recommeded by the Audit
Committee and approved by the Board of Directors.
" During the prior two audit periods and the interim period through
March 5, 2003, there were no disagreements with KPMG, whether or not
resolved, on any matter of accounting principles or practices,
financial statement disclosure, audit scope or procedure, which, if
not resolved to KPMG's satisfaction, would have caused it to make
reference to the subject matter of the diagreement (s) in connection
with its report.
" The Company requested a letter from KPMG whether or not it agreed with
the statements made by the Company filed the letter as Exhibit 16 to
Form 8-K, filed March 10, 2003.
Further, based on a recommendation from the Audit Committee, the Board
of Directors approved McGladrey & Pullen, LLP as the Company's successor
certifying accountant, effective March 5, 2003, to conduct the audit for
the year ending Movember 30, 2003. The appointment of McGladrey &
Pullen, LLP, was retifed by the stockholders at the 2004 Annual Meeting.
The following table presents fees for professional audit services
rende red by McGladrey & Pullen, LLP for the audit of the Company's
annual financial statements for the fiscal year ended November 30, 2004
and fees billed for other services rendered by McGladrey & Pullen, LLP
and its associated entity RSM McGladrey, Inc.:
2004
Audit fees (1) $67,000
Audit related fees (2) 0
Tax fees (3) 11,500
All other fees 0
Total $78,500
(1) Audit Fees represent fees for professional services provided for
the audit of the Company's annual financial statements and review of
the Company's quarterly financial statements in connection with the
filing of current and periodic reports.
(2) Audit Related fees represents consultations on accounting issues.
(3) Tax Fees represent fees for professional services related to tax
compliance, which included preparation of tax returns and tax
advice.
Independence:
The Audit Committee has considered whether the non-audit services
provided by McGladrey & Pullen, LLP, and its associated entity RSM
McGladrey, Inc. are compatible with maintaining the independence of
McGladrey & Pullen, LLP, and concluded that the independence of
McGladrey & Pullen, LLP is not compromised by the provision of such
services.
The Audit Committee pre-approves all auditing services and permitted
non-audit services, including the fees and terms of those services, to
be performed for the Company by its independent auditor prior to
engagement.
The Board of Directors recommends that shareholders vote FOR the
ratification of the selection of McGladrey & Pullen, LLP as independent
public accountants.
STOCKHOLDER PROPOSALS
Any proposals of stockholders that are intended to be presented at the
Company's 2006 Annual Meeting of Stockholders must be received at the
Company's principal offices no later than December 16, 2005, in order to
be included in the proxy statement and on the form of proxy which will
be solicited by the Board of Directors in connection with that meeting.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors to file initial reports of
ownership and reports in changes of ownership with the Securities and
Exchange Commission. Executive officers and directors are required by
SEC regulations to furnish the Company with copies of all Section 16(a)
forms they file. Based solely on a review of the copies of such forms
furnished to the Company, the Company believes all persons subject to
these reporting requirements filed the required reports on a timely
basis.
OTHER MATTERS
Management knows of no other matters which may be brought before the
meeting. If any other matters are presented at the meeting on which a
vote may properly be taken, the persons named in the enclosed proxy will
vote thereon in accordance with their best judgment.
FINANCIAL STATEMENTS
Financial statements of the Company are included in the Annual Report to
Stockholders for the fifty-two weeks ended November 30, 2004, which
report is mailed herewith to all stockholders entitled to vote at the
meeting. The Annual Report is not part of the soliciting material.
A copy of the Company's Annual Report on Form 10-KSB is available
without charge upon written request to John C. Breitung, President,
Art's-Way Manufacturing Co., Inc., P.O. Box 288, Armstrong, Iowa
50514-0288.