SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
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
KNAPE & VOGT MANUFACTURING COMPANY
(Name of registrant as specified in its charter)
KNAPE & VOGT MANUFACTURING COMPANY
(Name of person(s) filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(l)(ii), 14a-6(i)(l), or 14a-6(j)(3)
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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 Rul 0-11:
(4) Proposed maximum aggregate value of transaction:
[ ] 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:
Knape & Vogt Manufacturing Co.
2700 Oak Industrial Drive, N.E.
Grand Rapids, Michigan 49505
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
October 20, 1995
The Annual Meeting of Shareholders of Knape & Vogt Manufacturing Company
will be held at the office of the Company, 2700 Oak Industrial Drive, N.E.,
Grand Rapids, Michigan, on Friday, October 20, 1995, at 1:30 p.m., local
time, for the following purposes:
1. To elect three persons to the Board of Directors for terms expiring
in 1998.
2. To transact such other business as may properly came before the
meeting.
Shareholders of record at the close of business September 8, 1995, will
be entitled to vote at the meeting or any adjournment thereof.
Dated: September 15, 1995
Grand Rapids, Michigan.
Richard C. Simkins
Secretary
Dated: September 15, 1995
KNAPE & VOGT MANUFACTURING COMPANY
2700 Oak Industrial Drive, N.E., Grand Rapids, Ml 49505
PROXY STATEMENT
For Annual Meeting of Shareholders
To Be Held October 20, 1995
SOLICITATION OF PROXIES FOR ANNUAL MEETING
This Proxy Statement is furnished to the shareholders of Knape & Vogt
Manufacturing Company in connection with the solicitation by the Board of
Directors of proxies to be used at the Annual Meeting of Shareholders which
will be held at the office of the Company, 2700 Oak Industrial Drive, N.E.,
Grand Rapids, Michigan, on October 20, 1995, at 1:30 p.m., local time. The
Annual Meeting is being held for the purpose of electing three directors.
If a proxy in the form distributed by the Company's Board of Directors
is properly executed and returned to the Company, the shares represented by
the proxy will be voted at the Annual Meeting of Shareholders and at any
adjournment of that meeting. Where shareholders specify a choice, the proxy
will be voted as specified. If no choice is specified, the shares represented
by the proxy will be voted for the election of the nominees named by the
Board of Directors.
A proxy may be revoked prior to its exercise by delivering a written
notice of revocation to the Secretary of the Company, executing and delivering
a proxy of a later date or attending the meeting and voting in person.
Attendance at the meeting does not, however, automatically serve to revoke
a proxy.
Holders of the Company's Common Stock should complete an accompanying
white proxy, and holders of the Company's Class B Common Stock should
complete an accompanying blue proxy.
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
On September 8, 1995, the record date for determination of the
shareholders entitled to vote at the Annual Meeting, there were outstanding
3,299,918 shares of Common Stock of the Company, each having one vote per
share and 2,581,151 shares of Class B Common Stock, each having ten votes
per share. The shares of Class B Common Stock are limited in their
transferability but are convertible on a share-for-share basis into Common
Stock. The Common Stock is entitled to elect, as a class, one quarter
(rounded up) of the directors to be elected at each election of directors.
The Common Stock and the Class B Common Stock vote together in the election
of the remaining director nominees. Shares cannot be voted unless the
shareholder is present at the meeting or represented by proxy.
The following table sets forth, as of July 31, 1995, information
concerning persons known to management who may be deemed to be the
beneficial owners of more than five percent of either class of the
Company's stock.
Percent of
Name and Address Amount and Nature of Percent of Each Common
of Beneficial Owner Beneficial Ownership Class of Stock Equity
Common Class B Common Class B
Raymond E. Knape
727 Plymouth Blvd., S.E.
Grand Rapids, MI 49506 8,750(1) 444,048(1) .27% 17.20% 7.70%
First Union Corporation
1200 First Union Plaza
Charlotte, NC 28228 347,972(2) --- 10.55% --- 5.92%
Dimensional Fund
Advisors, Inc.
1299 Ocean Avenue
Santa Monica, CA 90401 230,039(3) --- 6.87% --- 3.91%
Quest Advisory Corp.
1414 Avenue of the
Americas
New York, NY 10019 190,371(4) --- 5.77% --- 3.24%
(1) Includes 5,750 shares of Common Stock as to which Mr. Knape has the
right to acquire beneficial ownership under options exercisable within
60 days. Mr. Knape has 3,000 shares of Common Stock held by Comerica
Bank, as trustee of the Company's profit sharing plan, of which he has
sole voting and dispositive power. The shares of Class B Common Stock
include: 62,580 shares owned directly by Raymond E. Knape of record
and beneficially; 15,927 shares with respect to which Mr. Knape holds
exclusive voting and dispositive power under trusts and powers of
attorney but in which Mr. Knape has no financial interest; and a total
of 365,541 shares held by Comerica Bank, as trustee of the Company's
pension and profit sharing plans, of which Raymond E. Knape, Richard C.
Simkins, and Allan E. Perry, as the only members of the Administrative
Committees of the plans, share voting and dispositive power as to
304,425 shares, and of which Raymond E. Knape has sole voting and
dispositive power as to 61,116 shares.
(2) This information is derived from notification received by the Company
from First Union Corporation ("Union"). Information as of February 17,
1995, indicates that Union has sole dispositive power as to all the
shares shown, sole voting power as to 293,300 shares and shared voting
power as to the balance.
(3) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 230,039 shares as of
December 31, 1994, all of which shares are held in portfolios of DFA
Investment Dimensions Group Inc., a registered open-end investment
company, or in series of the DFA Investment Trust Company, a Delaware
business trust, or the DFA Group Trust and DFA Participation Group
Trust, investment vehicles for qualified employee benefit plans, all
of which Dimensional serves as investment manager. Dimensional
disclaims beneficial ownership of all such shares.
(4) This information is derived from notification received by the Company
from Quest Advisory Corp., as of February 21, 1995, including notice
that it has sole voting and dispositive power as to all of the shares
reported as beneficially owned.
Six of the Company's directors, Mary Rita Cuddohy, Raymond E. Knape,
John E. Fallon, Herbert F. Knape, Robert T. Kroon and Richard S. Knape are
first cousins. They are grandchildren of the Company's founder, John Knape
(1863-1914). John Knape had seven children and these individuals, their
families and their descendants (the "Knape Family") at July 31, 1995, owned
approximately 2,154,546 shares (84%) of the outstanding Class B Common Stock
and 122,511 shares (4%) of the outstanding Common Stock, for approximately
74% of the total voting power of the Company. Knape Family members owning
approximately 70% of the Company's outstanding Class B Common Stock have an
understanding that before taking any significant action with regard to their
Company stock, they will consult with one or more of the directors of the
Company and inform such director or directors of their proposed action and
reasons for such action. This understanding among Knape Family members,
coupled with the fact that six of the seven branches of the Knape Family
are represented on the Board of Directors, could result in the Knape Family
members taking a united position in response to attempts to acquire control
of the Company through tender offers or proxy contests and, accordingly,
could result in the Knape Family members effectively blocking any such
attempts. However, there is no assurance that such united action would be
taken.
SECURITY OWNERSHIP OF MANAGEMENT
The following table shows, as of July 31, 1995 the number of shares
beneficially owned by each of the Named Executives in the executive
compensation tables of this proxy statement and by all directors and
executive officers of the Company as a group.
Percent
Name and Address Amount and Nature of Percent of Each of Common
of Beneficial Owner Beneficial Ownership Class of Stock Equity
Common(1) Class B Common Class B
Raymond E. Knape 8,750 444,048(2) * 17.20% 7.70%
Allan E. Perry 9,872 304,425(3) * 11.79% 5.35%
Richard C. Simkins 21,420 305,302(4) * 11.83% 5.56%
Michael G. Van Rooy 3,700 --- * --- *
Anthony R. Taylor 3,150 --- * --- *
All executive officers
and directors as a
group (14 persons) 219,369 842,597 6.65% 32.64% 18.06%
* Denotes ownership of less than one percent.
(1) This table includes the following shares of Common Stock subject to
acquisition within sixty (60) days pursuant to the exercise of
outstanding stock options: Raymond E. Knape 5,750 shares;
Allan E. Perry 8,500 shares; Richard C. Simkins 20,104 shares;
Michael G. Van Rooy 3,700 shares; and Anthony R. Taylor 3,150
shares.
(2) For a description of the nature of Mr. Knape's share ownership
see Note (1) under the caption "Voting Securities and Principal
Shareholders."
(3) Mr. Perry's shares include 304,425 shares of Class B Common Stock
as to which he shares voting and dispositive powers with Raymond E.
Knape and Richard C. Simkins, as described in Note (1) under the
caption "Voting Securities and Principal Shareholders."
(4) Mr. Simkins' shares include 304,425 shares of Class B Common Stock
as to which he shares voting and dispositive powers with Raymond E.
Knape and Allan E. Perry, as described in Note (1) under the
caption "Voting Securities and Principal Shareholders."
DIRECTORS AND NOMINEES
The Company's Articles of Incorporation provide for the division of the
Board of Directors into three classes of nearly equal size with staggered
three year terms of office. Three persons have been nominated for election
to the Board to serve three-year terms expiring at the 1998 Annual Meeting
of Shareholders. The Board of Directors has nominated the following persons
for election to the Company's Board of Directors: Richard C. Simkins to be
elected by the Common Stock voting as a class, and Raymond E. Knape and
Herbert F. Knape to be elected by the Class B Common Stock and Common Stock
voting together as a class.
Holders of Common Stock should complete the accompanying white proxy,
and holders of Class B Common Stock should complete the accompanying blue
proxy. Unless otherwise directed by a shareholder's proxy, it is intended
that the votes cast upon exercise of proxies in the form accompanying this
statement will be in favor of electing the nominees as directors, all of
whom are presently serving as directors. The following pages of this Proxy
Statement contain more information about the nominees.
A plurality of the votes cast at the Annual Meeting is required to
elect the nominees as directors of the Company. As such, the individual who
receives the greatest number of votes cast by the holders of the Company's
Common Stock, voting as a class, will be elected as a director, and the two
individuals who receive the greatest number of votes cast by the holders of
Common Stock and Class B Common Stock, voting together, will be elected as
directors. Shares not voted at the meeting, whether by abstention, broker
nonvote, or otherwise, will not be treated as votes cast at the meeting.
Votes cast at the meeting and submitted by proxy will be tabulated by the
Company.
If any nominee becomes unavailable for election due to circumstances
not now known, the accompanying proxy will be voted for such other person to
become a director as the Board of Directors selects. The Board of Directors
recommends a vote FOR the election of all of the persons nominated by the
Board.
The content of the following table is based upon information furnished
to the Company by the directors and nominees as of July 31, 1995.
Amount and Nature of Percent
Beneficial Ownership of Class
Name Age Principal Year
Occupation First Percent
(for more Became Common Class Common Class of
than 5 years Director (1) B B Common
unless Equity
otherwise
noted)
Nominees for Election as
Directors for Terms
Expiring in 1998
Nominees for Election by
Holders of Common Stock
and Class B Stock
Raymond E.
Knape (A) 63 Chairman and 1964 8,750(2) 444,048(2) * 17.20% 7.70%
Executive
Officer of the
Company (2)
Herbert F.
Knape
(B)(C)(D) 72 President, Knape 1969 --- 60,214 --- 2.33% 1.02%
Industries, Inc.,
Industrial Finishes
Rockford, MI
Nominee for Election by
Holders of Common Stock
Richard C.
Simkins (A) 52 Vice President - 1993 21,420 305,302(3) * 11.83% 5.56%
Finance, Secretary
and Treasurer (3)
Directors Whose Terms
Expire in 1996
Richard S.
Knape (D) 69 Private Investor, 1986 2,178 45,625(4) * 1.77% *
Grand Rapids, MI(4)
Mary Rita
Cuddohy
(C)(D) 77 Private Investor,
Franklin, MI 1985 --- 96,409 --- 3.74% 1.64%
Directors Whose Terms
Expire in 1997
John E.
Fallon
(B)(C)(D) 72 Private Investor,
Grand Rapids, MI 1969 --- 113,710 --- 4.41% 1.93%
Robert T.
Kroon
(B)(D) 64 Private Investor,
Grand Rapids,
MI (5) 1985 --- 81,714(5) --- 3.17% 1.39%
Allan E.
Perry
(A) 55 President and
Chief Operating
Officer of the
Company(6) 1990 9,872 304,425(6) * 11.79% 5.35%
*Denotes ownership of less than one percent.
(A) Member Executive Committee
(B) Member Audit Committee
(C) Member Nominating Committee
(D) Member Executive Compensation Committee
(1) This table includes the following shares of Common Stock subject to
acquisition within 60 days by the exercise of outstanding stock
options: Raymond E. Knape - 5,750 shares, Allen E. Perry - 8,500 shares,
and Richard C. Simkins - 20,104 shares.
(2) For a description of the nature of Raymond E. Knape's share ownership
see Note (1) under the caption "Voting Securities and Principal
Shareholders."
(3) Mr. Simkins' shares include 304,425 shares of Class B Common Stock as
to which he shares voting and dispositive powers with Raymond E. Knape
and Allan E. Perry, as described in Note (1) under the caption "Voting
Securities and Principal Shareholders."
(4) Richard S. Knape retired from employment with the Company on
July 26, 1991. Prior to that time, he served as the Company's Manager
of Product Engineering and Development. Mr. Knape's shares include
25,219 shares of Class B Common Stock owned by members of the
Richard S. Knape family as to which he disclaims beneficial ownership.
(5) Robert T. Kroon retired as Treasurer of Horne Building Specialties, Inc.,
a distributor of window products, in 1989, where he had been employed
in that capacity for more than five years. Mr. Kroon's shares include
27,563 shares owned by members of Robert T. Kroon's family as to which
he disclaims beneficial ownership.
(6) Allan E. Perry was elected President on December 14, 1993. He was
elected Vice President-Manufacturing and a Director on June 18, 1990
and Senior Vice President-Manufacturing and Western Division on
July 17, 1992. Prior to that time he had been Vice President-Western
Division and Vice President and General Manager of Modar, Inc., a
subsidiary of the Company, for more than five years. Mr. Perry's shares
include 304,425 shares of Class B Common Stock as to which he shares
voting and dispositive power with Raymond E. Knape and Richard C.
Simkins, as described in Note (1) under the caption "Voting Securities
and Principal Shareholders."
The Board of Directors, which had four meetings in the last fiscal year,
has a standing Audit Committee, Nominating Committee and an Executive
Compensation Committee. The responsibilities of the Audit Committee, which
met four times in the last fiscal year, include making recommendations on
the choice of independent public accountants and reviewing financial matters
with such accountants, internal auditors, and management. The Nominating
Committee did not meet during the last fiscal year. The Nominating Committee
selects and presents to the Board of Directors candidates for election to
fill vacancies on the Board. The Committee will consider nominees recommended
by shareholders, provided recommendations are submitted in writing,
including a description of the proposed nominee's qualifications and other
relevant biographical data, to Mary Rita Cuddohy (chairperson of the
committee) at 2700 Oak Industrial Drive, N.E., Grand Rapids, Michigan 49505.
The Executive Compensation Committee met three times during the last fiscal
year. The Executive Compensation Committee makes recommendations to the
Board of Directors relating to compensation matters and fringe benefits
for officers and participants in the supplemental executive retirement,
bonus, and stock option plans.
Directors who are not employees of the Company are compensated at the
rate of $2,500 for each Board meeting attended and $1,250 for each Committee
meeting held at times other than immediately preceding or subsequent to a
Board meeting. Directors are also reimbursed for out-of-pocket expenses
incurred in attending meetings.
All directors attended at least three-fourths of the aggregate number
of meetings of the Board and Board committees which they were eligible to
attend.
COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Board's Executive Compensation Committee is made up of the five
nonemployee members of the Board of Directors. Its function is to
investigate and recommend to the Board the base pay, short-term incentive
bonuses, and long-term (stock option) incentives payable by the Company based
on Company and executive performances for the last completed fiscal year.
The Committee also recommends the annual rate of Company contribution to
the Profit Sharing Retirement Plan Trust and the nomination of new employees
to participate in the Supplemental Executive Retirement Plan.
The goals of the compensation plan are to apply a consistent policy of
compensation to all employees, to pay competitive base pay to attract and
retain executive officers who contribute to the long-term success of the
Company and to design and implement both short- and long-term incentive
programs to reward individual contributions to Company performance and
success.
A substantial portion of the annual compensation of each officer must
relate to, and be contingent on, the performance of the Company. Outstanding
performance, measured in terms of profit growth and total shareholder
return, should generate rewards for senior executives and key employees.
Competitive Base Rates
The Company is committed to providing a competitive base pay to help
attract and retain the best people in the industry. To insure that base
salaries are competitive, local and national association annual reports,
as well as special individual position data and total compensation reports
by management consultants, are utilized annually. The goal is to insure
that the Company's executives' base salaries compare favorably with
executives with similar responsibilities in like companies in comparable
industries.
Formal job descriptions outlining the duties, primary functions and
basic and peripheral responsibilities of each executive position are
utilized in placing each in the salary ranges, and the individuals' relative
responsibilities and annual performances are used to adjust specific base
salary.
Typically, the CEO and senior executives' salary recommendations include
a review and discussion of the executives' individual performance, and the
relationship to the Company's performance for the last fiscal year. These
include meeting strategic and business plan goals, operating profit,
performance relative to competitors, and timely new product introductions.
Individual performance is evaluated according to organizational and
management development and the fostering of teamwork and Company values.
The Executive Compensation Committee met four times during the 1995
fiscal year including two times with representatives of executive
compensation consultants.
Base Salaries
Following meetings with and consideration of reports prepared by Hewitt
and Associates, executive compensation consultants, the base pay of the
Chairman and CEO was raised 18.8%, the President and COO was increased 16%,
the Vice-President, Finance, Secretary and Treasurer was increased 10%, and
the Vice-President Manufacturing was increased 10%, effective January 1, 1995.
Performance-Based Incentives
Since 1987, the Company has rewarded its officers and managers, as well
as those of its subsidiaries, with an annual short-term incentive bonus
based on the attainment of profit objectives. This bonus is calculated by
a formula which rewards executives according to the degree that the Company
achieves target goals of return on shareholders' equity and on sales growth
percentage. The formula is designed to recognize each executive's
position of responsibility for and contribution to meeting or exceeding the
targets. The incentive bonus is calculated monthly and calculations are
reviewed by executives and the Executive Compensation Committee. The
short-term incentive bonus is paid at the completion of the fiscal year
based on year-end results. The Committee reviews the formula targets and
percentages yearly for appropriateness and individual executives in the
plan. Similar plans, administered by management, cover nonsenior executives
and general employees under a Cash Profit Sharing Bonus Plan.
Short-Term Incentive
The Company's Mission Statement sets goals of 10% annual growth in sales
and a 15% return on equity. The formula for computing an executive's Short
Term Incentive Bonus is based on both of these objectives, whereby
performance based on return on equity and sales growth is allocated a weight
of 75% and 25%, respectively. Once a minimum of 10% return on equity is
achieved, executives can earn up to 130% of target for a return on equity
of 18% or more. Similarly, once a minimum of 5% sales growth is achieved,
executives can earn up to 45% of target for sales growth of 13% or more.
For 1993, the Target Incentive was set at 30% of base salary for the
President and 20% for other officers of the Company, and 15% for middle
managers of the Company and officers of subsidiaries. In January, 1994
the Board increased the Target Awards from 20% to 24% for officers other
than President and from 15% to 18% for subsidiary officers. Mr. Perry's
target increased from 24% to 30% as new President and COO. Effective
July 1, 1994, targets for the short-term incentive bonus plan were raised
from 30 to 45% for Chairman and CEO, from 30% to 40% for President and COO
and from 24% to 30% for the Vice-President Finance, Secretary and Treasurer
and the Vice-President Manufacturing. These changes brought the Company's
base pay and incentive targets closer to the industry averages for similar
positions.
The Hirsh acquisition's results are not used in the short-term incentive
bonus calculations until July 1995, the beginning of the first full plan year
following the year of acquisition, the same method used following other
acquisitions.
Long-Term Incentive
The Company also provides long-term incentives in the form of stock
options. A stock option list is recommended by the Committee to the Board
annually. This year the list included nine senior executives and 49
nonsenior, executive, key employees and department heads. These options are
meant to recognize their individual contribution to the long-term profit
objectives of the Company.
Based on Company performance in 1994, the Committee recommended and the
Board approved the issuance of stock options on January 21, 1995 of 3,000
shares each for Mr. Knape, Mr. Perry, and Mr. Simkins, and of 1,500 shares
each for Mr. Van Rooy and the presidents of the subsidiaries. Vice
Presidents of the subsidiaries, middle management and other key employees
were awarded options of 1,000, 500, or 250 shares for a total option award
of 32,250.
In addition, the Company has for many years made a yearly contribution
to the Profit Sharing Retirement Plan for all executives. The percentage of
profit allocated and the percentage of each executive's compensation to be
contributed to that plan is recommended to the Board by the Committee. For
fiscal 1995, the Company contributed an amount equal to 7% of executives'
base salaries to the Profit Sharing Retirement Plan.
The Company also maintains a Supplemental Executive Retirement Plan
(SERP) originally designed to assure new executive hirees the security of
an ongoing retirement plan in their first years of employment with the
Company. The Committee recommends eligibility of new members in this plan
to the Board and oversees its application.
Herbert F. Knape Mary Rita Cuddohy
John E. Fallon Richard S. Knape
Robert T. Kroon
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation received by the
Company's CEO and the other four most highly compensated executive
officers of the Company (the "Named Executives") for each of the three
fiscal years ended June 30, 1995, 1994 and 1993.
Long-Term
Compensation
Annual Compensation Awards
Securities
Name & Principal Underlying All Other
Position Year Salary(1) Bonus(2) Options(#) Compensation
Raymond E. Knape 1995 $240,000 $54,312 3,000 $10,500
Chairman and Chief 1994 220,000 52,910 2,500 19,800
Executive Officer 1993 214,728 17,779 2,500 19,326
Allan E. Perry 1995 195,500 39,315 3,000 12,862
President and Chief 1994 169,300 36,926 2,500 17,599
Operating Officer 1993 148,753 9,847 2,500 15,750
Richard C. Simkins 1995 149,000 22,469 3,000 12,867
Vice President 1994 133,000 25,589 2,500 14,407
Finance, Secretary 1993 117,120 7,753 2,500 12,978
and Treasurer
Michael G. Van Rooy 1995 106,333 17,417 1,500 9,740
Vice President 1994 104,902 18,183 1,500 10,615
Manufacturing, 1993 91,826 11,726 500 8,264
and Vice President
and Chief Operating
Officer-Hirsh
Anthony R. Taylor 1995 92,954 19,325 1,500 1,744
President KV Canada 1994 91,512 13,010 1,500 1,787
1993 91,531 4,542 1,500 1,920
(1) Includes amounts deferred by employees pursuant to Section 401(k) of
the Internal Revenue Code.
(2) Represents amounts earned under the Company's short-term incentive
bonus plan.
(3) The amounts disclosed in this column include: (a) amounts contributed
by the Company to the Company's profit sharing plan for fiscal 1995,
pursuant to which substantially all salaried employees of the Company
participate, in the following amounts: Mr. Knape $10,500; Mr. Perry
$10,500; Mr. Simkins $10,430; and Mr. Van Rooy $8,085; and (b) payments
by the Company in fiscal 1995 of premiums for term life insurance for
the benefit of the Named Executives, in the following amounts:
Mr. Perry $2,362; Mr. Simkins $2,437; Mr. Van Rooy $1,655; and
Mr. Taylor $1,744.
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information on options granted to the
Named Executives during the year ended June 30, 1995.
Individual Grants
Potential Realizable
Percentage Value at Assumed
of Total Annual Rates of
Options Stock Price for
Granted to Exercise or Option Term (4)
Employees Base Price
Options in Fiscal (per
Name Granted Year share) Expirate
(1) (2) (3) Date 0% 5% 10%
Raymond E. Knape 3,000 9.31% $20.00 1/20/05 $0 $37,734 $95,625
Allan E. Perry 3,000 9.31% $20.00 1/20/05 $0 $37,734 $95,625
Richard C. Simkins 3,000 9.31% $20.00 1/20/05 $0 $37,734 $95,625
Michael G. Van Rooy 1,500 4.7% $20.00 1/20/05 $0 $18,867 $47,812
Anthony R. Taylor 1,500 4.7% $20.00 1/20/05 $0 $18,867 $47,812
(1) Indicates number of shares that may be purchased pursuant to options
granted under the Company's 1987 Stock Option Plan.
(2) The Company granted options covering 32,250 shares to eligible employees
of the Company and its subsidiaries.
(3) The exercise price equals the prevailing market price of the Company's
Common Stock on the date of grant. The exercise price may be paid in
cash, by the delivery of previously owned shares, or a combination thereof.
(4) These potential realizable values are based on assumed rates of
appreciation in the market value of the Company's Common Stock over
the entire option period and without any discount to present value.
There can be no assurances that the amounts reflected in this table
will be achieved. As illustrated by the first subcolumn, without an
increase in the stock price above the market price at grant, no value
is realized.
AGGREGATED STOCK OPTION EXERCISES IN FISCAL 1995 AND YEAR
END OPTION VALUES
The following table provides information on the exercise of stock options
during fiscal 1995 by the Named Executives and the number and value of
unexercised options at June 30, 1995.
Number of Value of Un-
of Unexercised exercised in the
Options Money Options at
Shares Value at June 30, 1995 June 30, 1995(2)
Acquired on Realized Exercisable/ Exercisable/
Name Exercise(#) ($)(1) Unexercisable Unexercisable
Raymond E. Knape -0- $0 2,750 3,000 $0 $0
Allan E. Perry -0- $0 5,500 3,000 $0 $0
Richard C. Simkins -0- $0 17,104 3,000 $40,697 $0
Michael G. Van Rooy -0- $0 2,200 1,500 $0 $0
Anthony R. Taylor 2,310 $10,644 1,650 1,500 $0 $0
(1) Represents the aggregate market value of shares acquired at time
of exercise, less the aggregate exercise price paid by the employee
to the Company.
(2) Values are based on the difference between the closing price of the
Company's Common Stock on June 30, 1995 ($15.00) and the exercise
prices of the options.
SHAREHOLDER RETURN PERFORMANCE GRAPH
The following graph shows the cumulative total shareholder return on an
investment in the Company's Common Stock compared to the cumulative total
return of the NASDAQ market for U.S. companies and a peer group of NASDAQ
traded companies with the same Standard Industrial Classification (SIC)
code as that of the Company's. The comparison assumes a $100 dollar
investment on June 30, 1990, and the reinvestment of dividends.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
PERFORMANCE GRAPH FOR
KNAPE & VOGT MANUFACTURING COMPANY
200
190
180
170
160
150
140
130
120
110
100
6/30/89 6/30/90 6/30/91 6/30/92 6/30/93 6/30/94
Legend
Symbol Index Description 6/30/90 6/30/91 6/30/92 6/30/93 6/30/94 6/30/95
0 Knape & Vogt
Manufacturing Company 100.0 125.0 169.7 162.9 206.3 183.3
+ NASDAQ Stock Market
(US Companies) 100.0 105.9 127.3 160.0 161.6 215.3
NASDAQ Stocks (SIC Code
3400-3499)* 100.0 100.6 100.3 114.4 127.6 149.4
*Index figures prepared by the Center for Research in Security Prices at The
University of Chicago.
RELATIONS WITH INDEPENDENT PUBLIC ACCOUNTANTS
The consolidated financial statements of the Company have been examined
by BDO Seidman, Certified Public Accountants. A representative of BDO Seidman
is expected to be present at the Annual Meeting with the opportunity to make
a statement, if desired, and will be available to respond to appropriate
questions. During October of 1994, the Company's Audit Committee selected
the Company's auditors for the current fiscal year. It is expected that the
same practice will be followed this year. The Company has no reason to
believe that BDO Seidman will not be selected as the Company's principal
auditors for the current fiscal year. They have audited the records of the
Company for over ten years.
SHAREHOLDER PROPOSALS - 1996 ANNUAL MEETING
Any proposal of a shareholder intended to be presented for action at the
next Annual Meeting of the Company must be received by the Company at
2700 Oak Industrial Drive, N.E., Grand Rapids, Michigan 49505, not later
than May 18, 1996, if the shareholder wishes the proposal to be included in
the Company's proxy materials for that meeting.
AVAILABILITY OF 10-K ANNUAL REPORT
The annual report on Form 10-K, filed with the Securities and Exchange
Commission, will be provided free to shareholders upon written request.
Write Richard C. Simkins, Secretary, Knape & Vogt Manufacturing Company,
2700 Oak Industrial Drive, N.E., Grand Rapids, Michigan 49505.
MISCELLANEOUS
Management of the Company is not aware of any other matter to be
presented for action at the meeting. However, if any such other matter is
properly presented for action, it is the intention of the persons named in
the accompanying form of proxy to vote thereon in accordance with their best
judgment.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than 10 percent
of a registered class of the Company's equity securities, to file reports
of ownership and changes in ownership with the Securities and Exchange
Commission. Officers, directors and greater than 10 percent shareholders
are required to furnish the Company with copies of all Section 16(a) forms
they file. Based solely on the review of written communications and copies
of such forms received by the Company, the Company believes that all
required forms have been filed accurately and timely with the Securities
and Exchange Commission.
The cost of soliciting proxies in the accompanying form will be borne by
the Company. In addition to solicitation by mail, proxies may be solicited
in person, or by telephone or telegraph, by some regular employees of the
Company, and by Morrow & Co. which the Company has retained to assist in
the solicitation. The Company will pay Morrow & Co. $4,000 for its services.
The above Notice and Proxy Statement are sent by order of the Board of
Directors.
September 15, 1995
Richard C. Simkins
Secretary
PROXY KNAPE & VOGT MANUFACTURING COMPANY PROXY
This Proxy is Solicited on Behalf of the Board of Directors
for the Annual Meeting of Shareholders to be held on October 20, 1995
Class B Common Stock
The undersigned hereby appoints Raymond E. Knape, Allan E. Perry, and
Richard S. Knape, and each of them, Proxies with power of substitution to
vote all of the shares of Class B Common Stock of Knape & Vogt Manufacturing
Company which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Company to be held at 2700 Oak Industrial Drive, N.E.,
Grand Rapids, Michigan, and at all adjournments thereof as stated below.
If you also hold Common Stock, please fill out the white Common Stock Proxy.
PLEASE MARK, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side.)
KNAPE & VOGT MANUFACTURING COMPANY
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
1. Election of directors to be FOR WITHHOLD FOR ALL (Except Nominee(s)
elected by holders of Class [ ] [ ] [ ] written below)
B Common Stock voting together
as a class with Common Stock -
Nominees: Raymond E. Knape and
Herbert F. Knape
This proxy when executed will be voted
in the manner directed by the undersigned.
If no direction is given, this proxy will
be voted "FOR" the election of the
nominees named in Item (1)
Dated:
Signature(s)
Please sign your name as it appears on
this proxy. If signing for estates,
trusts or corporations, title or
capacity should be stated. If shares are
held jointly, each holder should sign.
Attorneys should submit powers of
attorneys.
PROXY KNAPE & VOGT MANUFACTURING COMPANY PROXY
This Proxy is Solicited on Behalf of the Board of Directors
for the Annual Meeting of Shareholders to be held on October 20, 1995
Common Stock
The undersigned hereby appoints Raymond E. Knape, Allan E. Perry, and
Richard S. Knape, and each of them, ProxieS with power of substitution to
vote all of the shares of Common Stock of Knape & Vogt Manufacturing Company
which the undersigned is entitled to vote at the Annual Meeting of Shareholders
of the Company to be held at 2700 Oak Industrial Drive, N.E., Grand Rapids,
Michigan, and at all adjournments thereof as stated below.
If you also hold Class B Common Stock, please fill out the blue Class B Proxy.
PLEASE MARK, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side.)
KNAPE & VOGT MANUFACTURING COMPANY
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
1. Election of director to be FOR WITHHOLD
elected by holders of Common [ ] [ ]
Stock voting as a class -
Nominee: Richard C. Simkins
2. Election of director to be FOR WITHHOLD FOR ALL (Except Nominee(s)
elected by holders of Common [ ] [ ] [ ] written below)
Stock voting together as a
class with Class B Common
Stock -
Nominee: Raymond S. Knape and
Herbert F. Knape
This proxy when executed will be
voted in the manner directed by
the undersigned. If no direction
is given, this proxy will be
voted "FOR" the election of the
nominees named in Items (1) and (2).
Dated
Signature(s)
Please sign your name as it
appears on this proxy. If
signing for estates, trusts or
corporations, title or capacity
should be stated. If shares are
held jointly, each holder should
sign, attorneys should submit
power of attorneys