SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant X
Filed by a party other than the registrant ___
Check the appropriate box:
___ Preliminary proxy statement
X Definitive proxy statement
___ Definitive additional materials
___ Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
CENTRAL STEEL AND WIRE COMPANY
(Name of Registrant as Specified in Its Charter)
CENTRAL STEEL AND WIRE COMPANY
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
X $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
CENTRAL STEEL & WIRE COMPANY
3000 WEST 51ST STREET
CHICAGO, ILLINOIS 60632-2198
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 18, 1994
To the Stockholders of
CENTRAL STEEL AND WIRE COMPANY
The annual meeting of stockholders of Central Steel and Wire
Company, a Delaware corporation, will be held at the offices of the
Company, 3000 West 51st Street, Chicago, Illinois, on Monday, April
18, 1994, at 11 o'clock A.M., Chicago time, for the following
purposes:
1. To elect five directors of the Company;
2. To ratify the appointment of KPMG Peat Marwick as the
Company's independent auditors; and
3. To transact such other business as may properly come before
the meeting or any adjournment thereof.
Stockholders of record at the close of business on February 22,
1994, will be entitled to vote at the meeting and at any adjournment
thereof.
The Annual Report of the Company for the year 1993 is enclosed.
YOU ARE URGED TO SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY SO
THAT YOUR STOCK MAY BE REPRESENTED AND VOTED AT THE MEETING AND AT ANY
ADJOURNMENT THEREOF.
MICHAEL X. CRONIN,
Secretary
Chicago, Illinois
March 8, 1994
CENTRAL STEEL & WIRE COMPANY
3000 WEST 51ST STREET
CHICAGO, ILLINOIS 60632-2198
MARCH 8, 1994
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 18, 1994
This proxy statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Central Steel and
Wire Company (the "Company") for use at the annual meeting of
stockholders to be held on Monday, April 18, 1994, and any adjournment
thereof, for the purposes set forth in the accompanying Notice. The
cost of the solicitation will be borne by the Company. This proxy
statement and the enclosed proxy are first being mailed to
stockholders on or about March 8, 1994. Following the original
solicitation of proxies by mail, certain of the officers and regular
employees of the Company may solicit proxies by correspondence,
telephone, or in person, but without extra compensation. The Company
may also agree to pay banks, brokers, nominees and other fiduciaries
their reasonable charges and expenses incurred in forwarding the proxy
material to their principals.
Only the holders of the Common Stock of the Company of record at
the close of business on February 22, 1994, will be entitled to vote
at the meeting. At such record date, there were outstanding 286,000
shares of Common Stock. Each stockholder of record will be entitled
to one vote for every share of stock registered in his name on the
books of the Company on the record date.
To the knowledge of the Company, only the following individuals
or entities beneficially owned more than 5% of the Company's
outstanding Common Stock on the record date:
Amount and
Nature of
Name and Address Beneficial
of Beneficial Owner Ownership Percent
James R. Lowenstine 161,607 <F1> 56.51%
Chairman of the Board,
President and
Chief Executive Officer
Central Steel and Wire Company
3000 West 51st Street
Chicago, Illinois 60632-2198
Central Steel & Wire Company 51,338 <F2> 17.95%
Profit Sharing Trust
3000 West 51st Street
Chicago, Illinois 60632-2198
All officers and director, as a 688 <F3> .24%
group (9 in number, excluding
Mr. Lowenstine)
<FN>
<F1> Mr. Lowenstine had sole voting and investment power as to these
shares.
<F2> Five officers of the Company (F.A. Troike, A.G. Jensen, J.M.
Tiernan, M.X. Cronin and R.P. Ugolini), in their capacity as
members of the Profit Sharing Board, shared among them voting and
investment power with respect to these shares.
<F3> Officers and directors owning 454 of these shares exercised
shared voting and investment power with respect to such shares.
Officers and directors owning 234 of these shares exercised sole
voting and investment power with respect to such shares.
</FN>
Any stockholder entitled to vote, may vote his shares either in
person or by his duly authorized proxy. Any proxy solicited herewith
may be revoked by the stockholder at any time prior to the voting
thereof, but a revocation will not be effective until notice thereof
has been received by the Secretary of the Company prior to such
voting. All shares represented by properly executed proxies received
by the Company will be voted at the meeting and all adjournments
thereof in accordance with the terms of such proxies.
-1-
ELECTION OF DIRECTORS
Five directors are to be elected at the annual meeting to hold
office until the next annual meeting of stockholders and until the
election and qualification of their respective successors. The
nominees named below have been designated for election by the Board of
Directors, and barring unforeseen contingencies, the proxies solicited
herewith will be voted for the election of such nominees as directors.
Directors are elected by a plurality of the votes entitled to be cast
by those stockholders present in person or by proxy at the annual
meeting. Assuming a quorum is present at the meeting, the withholding
of votes or other abstentions or broker non-votes will have no effect
on the election of directors. Barring unforeseen contingencies, James
R. Lowenstine intends to vote the shares which he owns for such
nominees, thereby assuring their election. In case any nominee should
be unwilling or unable to accept nomination or election, which is not
now anticipated, the persons named in the proxy (including James R.
Lowenstine) will vote for the election of such other person as
director as they shall determine.
Certain information concerning the nominees is set forth in the
following table:
Shares of Common Stock Beneficially Owned on Record Date
Years of
Service Percent of
Business Director with the Common Stock
Name Age* Experience Since Company Number Outstanding
James R. Lowenstine 71 Chairman of the 1949 48 161,607<F1> 56.51%
Board, President and
Chief Executive
Officer of the
Company
Frank A. Troike 53 Senior Vice President 1982 28 90 <F2><F3> .03%
of the Company
Alfred G. Jensen 59 Senior Vice President 1992 36 80 <F2><F3> .03%
of the Company
John M. Tiernan 54 Vice President of the 1993 31 50 <F2><F3> .02%
Company
Richard L. Schroer 56 Assistant Vice 1991 33 100 <F4> .03%
President of the
Company
<FN>
<F1> Mr. Lowenstine exercised sole voting and investment power with
respect to the shares beneficially owned by him.
<F2> See page 1 of this proxy statement for information concerning
additional shares held by the Company's Profit Sharing Trust as
to which this nominee shared voting and investment power.
<F3> The named individual exercised shared voting and investment power
with respect to the shares beneficially owned by him.
<F4> Mr. Schroer exercised sole voting and investment power with
respect to 19 shares and shared voting and investment power with
respect to 81 shares.
* Age as of the Annual Meeting of Stockholders.
</FN>
AUDIT, NOMINATING, AND COMPENSATION COMMITTEES
The Board of Directors does not believe that standing audit,
nominating and compensation committees are necessary at this time and,
therefore, has not appointed any. These functions are performed by
the Board of Directors, which held twenty-three meetings during 1993.
The Company also has a Salary Board, which periodically reviews and
fixes compensation for all salaried personnel.
-2-
COMPENSATION OF EXECUTIVE OFFICERS
The following information is provided with respect to the last
three years for each of the five highest paid executive officers of
the Company. Amounts shown for salary and bonus include amounts
received or deferred under the Company's savings plan. Executive
officers are eligible to participate in the Company's pension, profit
sharing and savings plans on the same basis as all other Company
personnel.
SUMMARY COMPENSATION TABLE
Annual Compensation
All Other
Name and Principal Position Year Salary Bonus Compensation <F1>
James R. Lowenstine 1993 $680,516 $132,600 $7,149
Chairman of the Board, President and 1992 663,926 132,600 2,519
Chief Executive Officer of the Company 1991 543,926 66,300 2,556
Kenneth R. Schuster <F2> 1993 273,770 57,120 5,400
Executive Vice President and Treasurer of 1992 273,146 57,120 2,507
the Company 1991 270,330 28,560 1,744
Frank A. Troike, 1993 199,537 34,680 3,496
Senior Vice President of the Company 1992 175,656 34,680 1,034
1991 173,895 17,340 1,046
Alfred G. Jensen 1993 199,562 34,680 3,821
Senior Vice President of the Company 1992 172,586 34,680 1,252
1991 171,006 17,340 1,241
John M. Tiernan 1993 168,614 29,276 3,103
Vice President of the Company 1992 160,166 24,276 986
1991 148,406 12,138 977
<FN>
<F1> "All Other Compensation" consists of Company contributions to the
profit sharing plan and Company paid premiums for group life
insurance. The respective amounts included in the table for each
of the named executive officers for 1993 were: Mr. Lowenstine -
$3,400, $3,749; Mr. Schuster - $3,351, $2,049; Mr. Troike -
$3,099, $397; Mr. Jensen - $3,192, $629 and Mr. Tiernan - $2,706,
$397.
<F2> Mr. Schuster will retire April 29, 1994, after 45 years of
service with the Company. On the record date for the annual
meeting, Mr. Schuster was the beneficial owner of 235 shares of
the Company's Common Stock, exercising sole voting and investment
power with respect to 205 shares and shared voting and investment
power with respect to 30 shares.
</FN>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company has a Salary Board composed of three senior officers,
James R. Lowenstine, Frank A. Troike and Alfred G. Jensen. The Board
of Directors, all of the members of which are executive officers of
the Company, provides general direction to the Salary Board as to
what, if any, salary adjustments and bonuses should be paid to all
salaried personnel as a group. No member of the Salary Board
participates in decisions with respect to his own compensation.
REPORT ON EXECUTIVE COMPENSATION
The Salary Board periodically reviews and fixes compensation for
all salaried personnel in view of the general direction from the Board
of Directors. Compensation of individual executive officers,
including the chief executive officer and other salaried personnel, is
based on the Salary Board's judgment as to the performance,
responsibilities and the value of their contributions to the Company.
Matters such as performance, responsibility and value largely involve
subjective judgments, which are not quantified or weighted. The chief
executive officer and other executive officers' compensation is based
on judgments about such matters over many years and is not based
directly on any measure, quantitative or qualitative, of the Company's
performance for the last fiscal year.
James R. Lowenstine
Frank A. Troike
Alfred G. Jensen
-3-
PENSION PLAN TABLE
The following table presents the annual pension plan benefit at
normal retirement age 65 in the form of a straight life annuity,
subject to a reduction of 19.5% of Social Security covered
compensation and ERISA maximum limitations. The pension plan provides
a benefit of 30% of final five-year-average base compensation
exclusive of bonuses plus 19.5% of final five-year-average base
compensation in excess of Social Security covered compensation,
subject to the ERISA maximum compensation limitation of $235,840 and
subject to reductions for possible years of service less than 30.
Each of the named executive officers' years of credited service is the
same as the years of service with the Company as shown in the table on
page two. Benefits are payable in a number of optional forms
including a lump sum distribution.
5-Year Average Straight Life
Remuneration Annuity Amount
$125,000 $61,875
150,000 74,250
175,000 86,625
200,000 99,000
235,840 (or more) 116,741*
* ERISA maximum benefit limitation. Mr. Lowenstine's maximum
benefit limitation is $123,432 as a result of the ERISA
requirement to maintain accrued benefits.
COMPARISON OF TEN-YEAR CUMULATIVE TOTAL RETURN
AMONG THE COMPANY, STANDARD & POOR'S 500 INDEX AND
A COMPOSITE OF STANDARD & POOR'S METAL INDICES
[NOTE: Paper copy of performance graph submitted under cover of Form
SE per Items 304(d)(1) and 311(b) of Regulation S-T]
This graph compares the cumulative total return (including
reinvestment of dividends) for the period 1984 to 1993 on an
investment in (1) the Company's Common Stock, (2) the Standard &
Poor's 500 Stock Index and (3) a composite, based on the relative
market capitalization, of the Standard & Poor's Metal Industry Sub-
Groups of Steel, Aluminum and Metals Miscellaneous. In order to
generate the same ($100) cumulative return on December 31, 1988, the
graph assumes varying investments on December 31, 1983 of $34.42 in
the Company's Common Stock, $49.22 in the Standard & Poor's 500 Stock
Index and $73.30 in a composite of the Standard & Poor's Metal
Industry Sub-Groups. The market for the Company's Common Stock is a
limited one, with only occasional trading in the over-the-counter
market. Common Stock price information reflected in the graph is
based on bid prices (which do not necessarily reflect firm offers or
actual transactions) as reported by National Quotation Bureau.
-4-
APPOINTMENT OF INDEPENDENT AUDITORS
Subject to ratification by the stockholders, the Board of
Directors has reappointed KPMG Peat Marwick as the Company's
independent auditors for 1994, which would be the 58th year in which
that firm has acted as the Company's auditors. The Board of Directors
recommends approval of the appointment. If the stockholders should
fail to ratify the appointment of the independent auditors, the Board
of Directors would reconsider the appointment. It is expected that a
representative of KPMG Peat Marwick will attend the annual meeting,
will have an opportunity to make a statement if the representative
desires to do so, and will be available to answer appropriate
questions.
ANNUAL REPORT ON FORM 10-K
Copies of Central Steel and Wire Company's Annual Report to the
Securities and Exchange Commission (Form 10-K) for the year ended
December 31, 1993, will be mailed to stockholders, without charge,
upon written request to: Corporate Secretary, Central Steel and Wire
Company, P.O. Box 5100, Chicago, Illinois 60680-5100.
STOCKHOLDERS' PROPOSALS FOR 1995 ANNUAL MEETING
Any stockholder who intends to present a proposal for action at
the 1995 Annual Meeting of Stockholders may submit the proposal for
inclusion in the 1995 proxy and proxy statement pursuant to Rule 14a-8
under the Securities Exchange Act of 1934. Any such proposal must be
received at the Company's principal offices not later than November 8,
1994.
OTHER MATTERS
The Board of Directors does not know of any other matters which
are likely to be brought before the meeting. However, if any other
matters come before the meeting, it is the intention of the persons
named in the enclosed proxy to vote such proxy in accordance with
their judgment on such matters.
MICHAEL X. CRONIN,
Secretary
-5-
CENTRAL STEEL AND WIRE COMPANY
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
ON APRIL 18, 1994
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS.
NOMINEES FOR DIRECTOR
JAMES R. LOWENSTINE
F.A. TROIKE A.G. JENSEN
R.L. SCHROER J.M. TIERNAN
The signature on the proxy must correspond with the name of the
stockholder as it appears on the stock certificate. A proxy to be
executed by a corporation should be signed in its name by its officer
duly authorized to sign the same. If the proxy is to be signed as
administrator, attorney, executor, guardian, trustee, or in any other
representative capacity, the title of the person signing should be
given in full.
SEE OTHER SIDE
[X] Please mark your votes as in this example.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1
(ALL NOMINEES) AND FOR PROPOSAL 2.
=================================================================
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 and 2.
=================================================================
1. Election of Directors. (see reverse side)
FOR All Nominees [__]
WITHHELD All Nominees [__]
FOR, except vote withheld from the following nominee(s):
----------------------------------
2. Ratification of appointment of KPMG Peat Marwick as independent
auditors.
FOR [__]
AGAINST [__]
ABSTAIN [__]
3. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting.
The undersigned hereby authorizes JAMES R. LOWENSTINE, FRANK A.
TROIKE, and RICHARD L. SCHROER, and each of them with full power of
substitution, as proxies to vote the shares of Common Stock of the
Company which the undersigned is entitled to vote at the annual
meeting of stockholders of the Company to be held at 3000 West 51st
Street, Chicago, Illinois, on Monday, April 18, 1994 at 11:00 A.M.,
Chicago time, and any adjournments thereof.
--------------------------------------------
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Signature of Stockholder(s) Date
KINDLY SIGN AND MAIL THE PROXY IN THE ENVELOPE ENCLOSED.
NO POSTAGE REQUIRED.
SEE OTHER SIDE