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INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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WILLIAMS INDUSTRIES, INCORPORATED
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(Name of Registrant as Specified in its Charter)
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Registrant)
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WILLIAMS INDUSTRIES, INCORPORATED
2849 Meadow View Road
Falls Church, Virginia 22042
NOTICE OF ANNUAL MEETING TO SHAREHOLDERS
To Be Held November 14, 1998
To the Shareholders of
Williams Industries, Incorporated:
The Annual Meeting of the Shareholders of Williams Industries,
Incorporated will be held at the Ernst Community Center of
Northern Virginia Community College, 8333 Little River Turnpike,
Fairfax, Virginia, (Route 236 at the intersection of Wakefield
Chapel Road, just west of the Intersection of Interstate 495 and
Route 236) at 10:00 A.M. on November 14, 1998 for the following
purposes:
(1) To elect six directors to serve until the next Annual Meeting
or until their successors are elected and qualified.
(2) To transact such other business as may properly come before
the Annual Meeting and any adjournments thereof.
Only shareholders of record at the close of business on October
14, 1998 are entitled to notice of the Annual Meeting and to vote
at the Annual Meeting. A list of such shareholders of record will
be available at the Company's executive offices for inspection by
shareholders for a period of at least ten days prior to the Annual
Meeting. You are urged to execute the enclosed proxy and return it
in the accompanying envelope at your earliest convenience. Such
action will not affect your right to vote in person should you
find it possible to attend the meeting.
By Order of the Board of Directors
Marianne V. Pastor
Secretary
WILLIAMS INDUSTRIES, INCORPORATED
2849 Meadow View Road
Falls Church, Virginia 22042
ANNUAL MEETING OF SHAREHOLDERS
To be Held November 14, 1998
PROXY STATEMENT
This proxy statement is furnished in connection with the
solicitation of proxies to be used at the Annual Meeting of
Shareholders of Williams Industries, Incorporated (the "Company"),
to be held at the Ernst Community Center of Northern Virginia
Community College, 8333 Little River Turnpike, Fairfax, Virginia,
(Route 236 at the intersection of Wakefield Chapel Road, just west
of the intersection of Interstate 495 and Route 236) at 10:00 A.M.
on Saturday, November 14, 1998, and at all adjournments thereof.
It is anticipated that this proxy material will be mailed to
shareholders on or about October 16, 1998.
The solicitation of the proxy accompanying this statement is
being made by the management of the Company, and the cost of
solicitation will be borne by the Company. The solicitation may be
made by mail, telephone or oral communication with the
shareholders. The Annual Report to Shareholders for the Fiscal
Year ended July 31, 1998 accompanies this proxy statement.
Additional copies of the Annual Report may be obtained by writing
to the Secretary of the Company. The financial statements included
in the Annual Report to Shareholders were audited by Deloitte &
Touche LLP, the Company's current independent certified public
accountants. It is anticipated that representatives of Deloitte &
Touche LLP will be present at the Annual Meeting and will be given
the opportunity to make a statement and respond to questions if
they so desire.
A proxy for use at the Annual Meeting is enclosed. Any
shareholder who executes and delivers such proxy has the right to
revoke it at any time before it is exercised, by filing with the
Secretary of the Company either an instrument revoking it or a
duly executed proxy bearing a later date. In addition, the powers
of the proxy holder will be suspended if the person executing the
proxy is present at the meeting and elects to vote in person.
The only outstanding voting security of the Company is its
Common Stock, $.10 par value, of which there were issued and
outstanding 3,576,429 shares on October 14, 1998, which is the
record date for the purpose of determining the shareholders
entitled to notice of and to vote at the Annual Meeting. With
the possible exception of the election of directors, each holder
of Common Stock will be entitled to one vote, in person or by
proxy, for each share of Common Stock outstanding in the
shareholder's name on the books of the Company as of the record
date. While the Company's Articles of Incorporation provide for
cumulative voting in an election of directors, the Virginia Code
provides that shares otherwise entitled to vote cumulatively not
be voted cumulatively at a particular meeting unless the meeting
notice or proxy statement states conspicuously that cumulative
voting is authorized; or unless a shareholder gives notice to the
secretary of the corporation not less than 48 hours before the
time set for the meeting of his intent to cumulate his votes
during the meeting. Cumulative voting means that the
shareholders are entitled to multiply the number of votes they are
entitled to cast by the number of directors for whom they are
entitled to vote and cast the product for a single candidate or
distribute the product among two or more candidates. If one
shareholder gives his notice, all other shareholders are entitled
to cumulate their vote. The Company does not intend that there be
cumulative voting at the meeting, but in the event cumulative
voting should be instituted by a shareholder, the Company's proxy
holders will use their discretion in voting any unmarked proxies.
All marked proxies will be voted for nominees as directed in the
proxy, but marked proxies may not authorize voting more than one
vote per nominee.
PROPOSAL I - ELECTION OF DIRECTORS
Nominees
The Board of Directors has fixed the number of directors to
be elected at the Annual Meeting at six, each to hold office until
the next Annual Meeting and until the director's successor shall
be elected and qualified. The Company has no standing nominating
committee; management's nominees are chosen by the Board of
Directors.
The Company's transfer agent will be appointed to tabulate
shares present in person or by proxy and to tabulate votes.
Abstentions will be counted as present at the meeting and will be
recorded as abstentions. They will not be recorded as votes either
for or against the nominees. So long as a quorum (a majority of
the outstanding shares) is present, directors will be elected by
plurality vote; i.e., the six nominees receiving the most votes
will be elected. Thus, neither a vote against nor an abstention
will have any effect on the outcome of the election of directors;
only votes for a nominee will have any such effect. Generally,
shares held of record by a broker or other nominee for the benefit
of a beneficial owner may only be voted by that broker or nominee,
and if the broker or nominee does not vote the shares, the shares
will not be tabulated as present or voting at the meeting.
However, as provided by Virginia law, the Company may, but is not
required to, accept the vote of a beneficial owner upon
presentation of evidence acceptable to the Company that the voter
is indeed the beneficial owner of the shares. The following table
sets forth information concerning the nominees:
Nominees
Position with the
Name Age Company Elected
Frank E. Williams, III(1) 39 President, Chairman 1991
(2) (4) of the Board, Chief
Financial Officer
Frank E. Williams, Jr.(l) (2) 64 None 1970
William C. Howlett (3)(4) 71 None 1986
R. Bentley Offutt (2)(3)(4) 60 None 1994
Stephen N Ashman 50 None
William J. Sim 54 None
(1) Frank E. Williams, Jr. may be considered a "control
person" of the Company, as the term control is defined by the
rules of the Securities and Exchange Commission. Mr. Williams,
III is the son of Mr. Williams, Jr.
(2) Member of standing Executive Committee. This committee,
which acts on behalf of the Board in emergency situations where
Board action is necessary but not obtainable on short notice and
if such action is authorized by applicable law, met three times
during the year and also met as a "committee of the whole" with
other board members present either in person or by conference call
once during the year.
(3) Member of Standing Audit Committee. Mr. Williams, III is
an ex-officio member. This committee, which met four times during
the past fiscal year, consults with and recommends the Company's
independent auditors and provides recommendations to the Board
concerning the Company's accounting procedures.
(4) Member of Standing Compensation Committee. This
committee, which met three times during the last fiscal year, sets
the compensation for the President and establishes guidelines, to
be implemented within the President's discretion, for the
compensation for other officers.
The Nominees have had the following principal occupations or
employment for at least the past five years:
Mr. Williams, III has held the position of Chairman of the Board
and President since November 1994. On September 8, 1994, he was
elected Chief Financial Officer. He was elected as a vice
president of the Corporation in 1991. For more than five years
prior thereto he was an officer of various Company subsidiaries
and remains an officer and/or director of several subsidiaries.
Mr. Williams, Jr., until November 1994, was the Chairman of the
Board and President of Williams Industries, Inc. He now is the
founder and president of the Williams and Beasley Company, an
organization that is not otherwise affiliated with Williams
Industries, Inc. He is also the Chairman of the Board of Capital
Bank, N.A.; the Chairman of the Equity Securities Holders'
Committee in the bankruptcy of Westmoreland Coal Company; the
Chairman of the Board of Williams Enterprises of Georgia, Inc.;
and the owner of Structural Concrete Products, LLC.
Mr. Howlett is employed by Sugar Oak Corporation, a real estate
management and investment company in the Greater Metropolitan
Washington area. He previously was a director of several of the
Company's subsidiaries.
Mr. Offutt is the founder and president of Offutt Securities,
Inc., a Baltimore investment research firm specializing in high
growth companies with market capitalizations in a range of $60
million to $1 billion. Mr. Offutt has worked in institutional
research for more than 25 years. He served as a Naval Aviator from
1961 to 1965. He holds an MBA from George Washington University
and a BA from Lehigh University. He is also a member of the
Equity Security Holders' Committee of Westmoreland Coal Company.
Mr. Ashman is the president, CEO and a director of Capital Bank,
N.A., a position he has held since 1991. He is also a director
of Capital Factors and Peninsula Federal Savings and Loan. He is
active in a number of community organizations and is a board
member of five community groups.
Mr. Sim is the Group Vice President for Generation of Potomac
Electric Power Company (PEPCO) of Washington, D. C., a position he
has held since 1997. Prior to that time, he held other upper
management positions with PEPCO from 1977, with the period from
1988 to 1991 being spent as the President and COO of American
Energy and American Recovery Corporation, a division of Potomac
Capital Investment Corporation, a non-regulated subsidiary of
PEPCO. Mr. Sim is also active in a number of business and civic
organizations, as well as being a registered professional engineer.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" THE ELECTION OF DIRECTORS OF THE NOMINEES NAMED ABOVE
Further Information Concerning the Board of Directors
During the past fiscal year, the Board of Directors held five
regular meetings and seven special meetings by conference call.
The majority of the directors attended all of the board meetings
during the fiscal year and at least four directors were present at
each meeting or conference call. Numerous subcommittee meetings,
involving individual directors in different capacities, were also
held.
Executive Officers
The executive officers of the Company serve at the discretion
of the Board and presently include: Frank E. Williams, III,
Chairman of the Board, Chief Executive Officer, and Chief
Financial Officer.
Compliance with Section 16 of the Securities Exchange Act of 1934,
as amended
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Company's directors and executive officers
and holders of 10% or more of the Company's Common Stock to file
with the Securities and Exchange Commission initial reports of
ownership and reports of changes in ownership of equity securities
of the Company. The Company believes that all reports required
pursuant to Section 16(a) with respect to the 1998 fiscal year
were timely filed.
Corporate Governance and Other Matters
The Board of Directors selects the nominees for directors.
The Company's bylaws also permit shareholders eligible to vote at
the Annual Meeting to make nominations for directors through
written notice no later than 60 days prior to the date of the
anniversary of the immediately preceding annual meeting to the
Secretary of the Company. The bylaws also permit shareholders to
propose other business to be brought before an annual meeting,
provided that such proposals are made pursuant to the same timely
notice in writing to the Secretary of the Company. No such
nominations or proposals have been received in connection with the
Annual Meeting.
BENEFICIAL OWNERSHIP OF SHARES
The following table sets forth information regarding
ownership, as of October 5, 1998 of the Common Stock of the
Company by: (1) each person known by the Company to own
beneficially more than 5 percent of the Common Stock; (2) each
director; (3) each nominee for director; and (4) all officers and
directors as a group. Except as noted, the persons listed possess
all ownership rights attached to the shares opposite their name,
including the right to vote and dispose of the shares.
Directors:
Beneficial Owner Number of Shares Percentage
of Class
Frank E. Williams, Jr. 621,773 (l) 17.4 %
Frank E. Williams, III 69,450 (2) 1.9
William C. Howlett 61,553 (3) 1.7
R. Bentley Offutt 27,000 (4) 0.8
Stephen N. Ashman 5,000 0.1
William J. Sim 3,000 0.1
Officers and Directors as
a group(6 persons) 787,776 22.0%
(1) Includes 158,705 shares owned by his wife, as to which Mr.
Williams, Jr. disclaims beneficial ownership. Also includes
109,449 shares owned by Mr. Williams, Jr.'s parents for which Mr.
Williams, Jr. either has power of attorney or dispositive power.
The business address of Mr. Williams, Jr. is 2789-B Hartland Road,
Falls Church, Virginia. This item also includes 1,000 shares held
by the Williams Family Foundation, a charitable organization
exempt under Section 501(c) (3) of the Internal Revenue code of
1986. The Foundation's purpose is to use and apply its income and
principal assets exclusively for charitable, scientific, literary,
and educational purposes. Mr. Williams, Jr. is a trustee of the
Foundation and votes the stock.
(2) Includes 304 shares owned by his wife and 3,000 shares held in
trust for his minor child. Mr. Williams, III, disclaims
beneficial ownership of his wife and son's shares. Mr. Williams,
III, is also a trustee of the Williams Family Foundation.
(3) Includes 41,433 shares owned by corporations of which Mr.
Howlett may be deemed to be a "control person."
(4) Includes 27,000 shares owned by his wife, as to which Mr.
Offutt disclaims beneficial ownership.
Other Beneficial Owners:
Name and Address Amount and Nature of Percent
Beneficial Ownership (1) of Class
NationsBank, N.A. 620,766 17.2%
Special Assets Group
8300 Greensboro Drive,
Suite 800
McLean, Virginia 22102
Group of 41 persons included 505,267 (2) 14.1%
in Form 13D filed by
Gregory A. Harrison
16209 Kimberly Grove
Gaithersburg, MD 20878
(1) To the best of the Company's knowledge, the persons listed in
this chart possess all ownership rights attached to the shares.
(2) This information was taken from information contained in a
Form 13D filed with the Securities and Exchange Commission on July
9, 1998 and amended on August 3, 1998.
Based on research of records of the Securities and Exchange
Commission and on information from Vickers Stock Research
Corporation, the Company believes that there are no additional
holders with more than a five percent position in the Company's
stock at this time.
EXECUTIVE OFFICERS AND DIRECTORS COMPENSATION
General
The following table sets forth the total annual compensation paid
or accrued by the Company to or for the account of Mr. Frank E.
Williams, III, the Company's Chief Executive Officer. Mr.
Williams, III, has no employment contracts, termination of
employment or change-in-control arrangements, pension plans,
options or any long term incentive arrangements with the Company.
Mr. Williams, III, as do other eligible employees, participates in
the Company's 401(k) plan, which provides for Company
contributions.
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and Year Annual Compensation
Principal Position
Salary Other Bonus
Frank E.
Williams, III 1998 $122,308 $2,429 (1) $86,366(2)
Chief Executive 1997 120,000 8,249 (1) 41,250(3)
Officer 1996 115,577 7,950 (1) 70,000(4)
(1) Includes car allowance and directors' meeting fees.
(2) Mr. Williams, III, was granted 15,703 shares of unregistered
Williams Industries' stock.
(3) Mr. Williams, III, was granted 11,000 shares of unregistered
Williams Industries' stock.
(4) Mr. Williams, III, was granted 20,000 shares of unregistered
Williams Industries' stock on a restricted basis. At the time
of the grant, his continued employment with Williams Industries
through December 31, 1997 was a condition of the grant.
Directors' Fees
Executive officers who are also directors are paid $150 for each
directors meeting attended. The 'outside' directors are paid $500
per month for serving as directors, plus $150 for each meeting
attended. Attendance via telephone is not compensated. All
directors are reimbursed traveling expenses incurred in connection
with the meetings, with five such meetings normally being held
each year. Frank E. Williams, III also served as a director of
certain affiliated firms for which he was paid small stipends,
included in annual compensation table, for each meeting attended.
Compensation Committee Report
Pursuant to rules adopted by the Securities and Exchange
Commission designed to enhance disclosure of public companies'
policies toward executive compensation, set forth below is a
report submitted by the Company's Compensation Committee (the
Committee) addressing the Company's compensation policies with
respect to executive officers.
The Compensation Committee consists of R. Bentley Offutt,
Chairman, William C. Howlett, and Frank E. Williams, III. The
Compensation Committee is responsible for establishing and
administering the policies which govern annual compensation,
bonuses, stock options and all other forms of compensation for
corporate executive officers. In November of each year, salaries
are discussed in committee, changes are recommended to the Board,
and voted on by the Board for the forthcoming calendar year.
The Committee structures executive compensation in a manner
designed to provide competitive levels of compensation and to
assist the company in attracting and retaining qualified
executives. Compensation is a direct result of the Company's
performance and therefore can be said to be performance driven.
The Committee is generally familiar with executive compensation
paid in the Washington, D.C. metropolitan area, but has not made a
detailed comparison of the Company's executive compensation as
compared to other companies in the area or the industry. The
Committee recommends executive compensation to the full Board of
Directors, which considers substantially the same factors as the
Committee in determining whether to approve its recommendations.
Respectfully submitted,
R. Bentley Offutt
William C. Howlett
Frank E. Williams, III
Compensation Committee Interlocks and Insider Participation
Mr. Williams, III is a director and the Chief Executive Officer of
the Company. Mr. H. Arthur Williams, the president of a Company
subsidiary, is the brother of Mr. Williams, III, and the son of
Mr. Frank E. Williams, Jr., a Company director. The Williams
family is considered to be a "control group" of the Company, as
the term control is defined by the Securities and Exchange
Commission.
Certain Transactions
Mr. Williams, Jr., a Company director and major shareholder, is
also a 50% owner of the Williams and Beasley Company, which does
business with Williams Industries subsidiaries. Net billings
from this entity during the Fiscal Year ended July 31, 1998 were
approximately $181,000. Mr. Williams, Jr. also owns or controls
approximately 67% of Williams Enterprises of Georgia, which does
business with Company subsidiaries. Billings to this entity and
its affiliates were approximately $1,530,000 for the Fiscal Year
ended July 31, 1998. Mr. Williams, Jr. is also the Chairman of
the Board of Directors of Concrete Structures, Inc. (CSI), a
former subsidiary of the Company. During the Year Ended July 31,
1998, the Company performed approximately $500,000 of erection
sub-contracts for CSI, of which approximately $300,000 has not
been paid. In addition, CSI is indebted to the Company for
$240,000 on a note, secured by the CSI assets, which was given in
connection with the sale of CSI to two former officers and
directors of the Company in 1994. Due to CSI's severe financial
difficulties, Mr. Williams, Jr., through his privately-owned
company, Structural Concrete Products, LLC, leased the facilities
of CSI on July 20, 1998, and on July 22, 1998, CSI filed for
protection under Chapter 11 of the Bankruptcy Code. The
bankruptcy court has approved that lease with certain
modifications. The modified lease is designed to allow the
facility to remain operating while creditors, including Mr.
Williams, Jr. and the Company, attempt to decide the best course
to take to maximize return on their claims. It is the present
intention of both Mr. Williams, Jr. and the Company that Mr.
Williams, Jr., will eventually acquire and operate CSI in a manner
which is consistent with maximizing return on the Company's
present secured indebtedness as well as its unsecured claims. Any
such arrangement will require the approvals of creditors and the
Bankruptcy Court under the Bankruptcy Code. At the date of this
proxy statement, however, no specific course of action has been
decided upon.
Mr. Howlett, a director, is receiving payments on a $47,065.63
note for consulting work he performed for Company subsidiaries in
prior years. The note balance at July 31, 1998 was approximately
$15,400.
In the normal course of business, Capital Bank, of which Mr.
Ashman is president, CEO and director, has engaged in transactions
at standard rates with Williams Industries, Inc. and its
subsidiaries. Mr. Williams, Jr. is the chairman and a director of
Capital Bank.
INDEPENDENT AUDITORS
Deloitte and Touche, LLP, served as the Company's independent
certified public accountants during Fiscal Year 1998 and performed
the audit for that year. In order to assure that the Company's
audit fees are competitive and consistent with necessary services,
the Company's audit committee reviews proposals from independent
certified public accounting firms, including Deloitte and Touche,
LLP, seeking to serve as the Company's independent auditors for
the current fiscal year. Representatives of Deloitte and Touche,
LLP, are expected to be present at the Annual Meeting, will have
the opportunity to make a statement if they so desire, and will be
available to respond to appropriate questions from stockholders.
OTHER MATTERS
No business other than that set forth above is expected to
come before the Annual Meeting or any adjournment thereof. Should
other business properly come before the meeting or any adjournment
thereof, the proxy holders will vote upon the same according to
their discretion and best judgment.
COMMON STOCK PERFROMANCE
The following chart compares the value of $100 invested on
August 1, 1993 in the Company's common stock, the Amex market
index and a peer group Index consisting of the common stocks
issued by four companies selected by management. The Amex market
index represents a broad market group which management believes
more nearly represents the Company's market capitalization than
the NASDAQ Composite Index in which the Company formerly
participated. The Peer Group was chosen as the nearest
practicable representative peer group of companies which meet
Securities and Exchange Commission requirements. However,
management believes that the Company's mix of products and
services over the period represented was unique in the heavy
construction industry, with no other publicly traded company being
truly comparable.
CHART IS NOT ABLE TO BE SHOWN
Year ended July 31:
1993 1994 1995 1996 1997 1998
------ ------ ------ ------ ------ ------
Williams Industries 100.00 49.69 61.35 245.40 348.47 268.71
AMEX Market Index 100.00 91.82 103.05 100.63 137.50 179.09
Peer Group 100.00 102.49 124.30 127.22 151.19 165.02
The broad market index chosen was: The peer group was
made
American Stock Exchange (AMEX) up of the following
companies:
MYR Group Inc
The peer group chosen was: Perini Corp
Customer selected stock list Schuff Steel Co
Turner Corp
Source: Media General Financial Services
P.O. Box 85333
Richmond, Virginia 23293
Phone (800) 446-7922
Fax (804) 649-6826
SHAREHOLDER PROPOSALS
Any shareholder of the Company who wishes to present a proposal to
be considered at the next Annual Meeting of Shareholders and who
wishes to have the proposal presented in the Company's Proxy
Statement for such meeting must deliver such proposal in writing
to the Company's principal executive offices not later than June
15, 1999. If the shareholder does not want the proposal
presented in the Company's proxy, the Company's By-Laws provide
that a proposal for consideration at the annual meeting must be
submitted to the Company by written notice at least sixty days
prior to the anniversary date of the preceding meeting or not
later than September 14, 1999.
MISCELLANEOUS
The management of the Company knows of no matters to be presented
at the meeting other than the election of directors. However, if
other matters come before the meeting, it is the intention of the
persons named in the accompanying proxy to vote the proxy in
accordance with their judgments on such matters, and discretionary
authority to do so is included in the proxy.
AT THE WRITTEN REQUEST OF ANY RECORD HOLDER OF THE COMMON
STOCK ON THE RECORD DATE, OCTOBER 14, 1998, OR OF ANY BENEFICIAL
HOLDER OF SUCH SHARES ON SUCH DATE WHO MAKES A GOOD FAITH
REPRESENTATION THAT SUCH SHAREHOLDER WAS SUCH A BENEFICIAL HOLDER,
THE COMPANY WILL SUPPLY TO SUCH A SHAREHOLDER A COPY OF THE
COMPANY'S FORM 10-K FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR THE FISCAL YEAR ENDED JULY 31, 1998. PLEASE ADDRESS
ALL REQUESTS TO WILLIAMS INDUSTRIES, INCORPORATED, 2849 MEADOW
VIEW ROAD, FALLS CHURCH, VIRGINIA 22042.