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
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
HOWELL INDUSTRIES, INC.
(Name of Registrant as Specified In Its Charter)
HOWELL INDUSTRIES, INC.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $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:
Not Applicable
(2) Aggregate number of securities to which transaction applies:
Not Applicable
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
Not Applicable
(4) Proposed maximum aggregate value of transaction: Not Applicable
(5) Total fee paid: Not Applicable
[ ] Fee paid previously with preliminary materials.
[ ] 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: Not Applicable
2) Form, Schedule or Registration Statement No.: Not Applicable
3) Filing Party: Not Applicable
4) Date Filed: Not Applicable
HOWELL INDUSTRIES, INC.
Suite 650
17515 West Nine Mile Road
Southfield, Michigan 48075
---------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held November 27, 1996
TO THE SHAREHOLDERS:
Notice is hereby given that the Annual Meeting of Shareholders of Howell
Industries, Inc. (the "Company") will be held at Suite 650, 17515 W. 9 Mile
Rd., Southfield, Michigan, on Wednesday, November 27, 1996, at 1:00 o'clock
P.M., Eastern Standard Time, for the following purposes:
1. To elect a Board of three directors to serve until the next Annual
Meeting of Shareholders or until their successors shall have been
duly elected and qualified.
2. To transact such other business as may properly come before the
meeting.
Only holders of Common Stock of record at the close of business on
October 18, 1996, are entitled to notice of and to vote at the meeting or any
adjournment or adjournments thereof.
Your attention is directed to the attached Proxy Statement and
accompanying proxy. You are requested, whether or not you plan to be present
at the meeting, to sign and return the proxy in the envelope provided, to
which no postage need be affixed if mailed in the United States. If you attend
the meeting you may withdraw your proxy and vote your own shares.
A copy of the Annual Report of the Company for the fiscal year ended
July 31, 1996, accompanies this notice.
By Order of the Board of Directors
CYRIL MOSCOW, Secretary
Dated: October 28, 1996
HOWELL INDUSTRIES, INC.
---------
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
To be held November 27, 1996
PROXIES AND SOLICITATION
The accompanying proxy is solicited by the Board of Directors of Howell
Industries, Inc. (the "Company"), to be used at the Annual Meeting of
Shareholders to be held on November 27, 1996, and at any adjournment or
adjournments thereof. The shares represented by valid proxies in the enclosed
form will be voted if received in time for the meeting. The proxy is revocable
at any time prior to being voted.
Proxies are being solicited by mail. The Company will pay all expenses
in connection with the solicitation, including postage, printing and handling
and the expenses incurred by brokerage houses, custodians, nominees and
fiduciaries in forwarding proxy material to beneficial owners.
PLACE OF MEETING
The Annual Meeting will be held at Suite 650, 17515 W. 9 Mile Rd.,
Southfield, Michigan, on Wednesday, November 27, 1996, at 1:00 o'clock P.M.,
Eastern Standard Time.
VOTING RIGHTS AND PRINCIPAL HOLDERS OF SECURITIES
Only holders of record of shares of Common Stock at the close of
business on October 18, 1996, are entitled to notice of and to vote at the
meeting or at any adjournment or adjournments thereof, each share having one
vote. On the record date, the Company had issued and outstanding 622,738
shares of Common Stock.
Set forth below, to the knowledge of the Company, is (i) the aggregate
beneficial ownership of the outstanding shares of Common Stock as of October
18, 1996, of each person who beneficially owns more than 5% of the outstanding
shares of Common Stock, and (ii) the percentage of the outstanding shares of
Common Stock owned by such persons on October 18, 1996.
Number of Shares
Name and Address Beneficially Owned Percent of Class
of Beneficial Owner on October 18, 1996 on October 18, 1996
------------------- ------------------- -------------------
Estate of Herbert Freedland(1)
c/o NBD Bank
1116 West Long Lake Road
Bloomfield Hills, Michigan 48302 .. 202,972 32.6%
Howell Industries, Inc.
Employee Stock Ownership Plan
Suite 650
17515 West Nine Mile Road
Southfield, Michigan 48075 ........ 60,005 9.6%
Dimensional Fund Advisors, Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401 .... 53,100 8.5%
<FN>
- ----------------
(1) NBD Bank and Morton I. Schiff, Chief Executive Officer, President and
Treasurer of the Company, serve as personal co-representatives to the
Estate of Herbert Freedland.
1
I. ELECTION OF DIRECTORS
Three directors are to be elected at the Annual Meeting to serve until
the next annual election and until their successors have been elected and
qualified. It is intended that proxies in the accompanying form will be voted
in favor of the election of the nominees named below. In case any of such
nominees are unable or decline to serve, it is intended that proxies received
in the accompanying form will be voted in accordance with the best judgment of
the proxy holders. The management has no knowledge that any of these
nominees will be unable or will decline to serve.
The following table sets forth the age of each nominee for director of
the Company, his positions with the Company and other principal occupations,
the year in which he commenced to serve as a director of the Company and the
approximate number and percentage of shares of Common Stock of the Company
beneficially owned, directly or indirectly, by each nominee as of the close of
business on October 18, 1996.
Number and
Percentage
of Shares
Positions and Offices With Year First Beneficially
Company and Other Became a Owned as of
Name Age Principal Occupations Director October 18, 1996
---- --- -------------------------- ---------- ----------------
Morton I. Schiff .............. 62 Chief Executive Officer, President and Treasurer of
the Company 1981 216,164 (34.6%)(1)
Alan E. Schwartz (2) .......... 70 Partner, Honigman Miller Schwartz and Cohn, Attorneys 1962 --
Richard H. Cummings (3) ....... 74 Retired Senior Vice Chairman, NBD Bancorp, Inc. 1966 100*
<FN>
- ----------------
*Less than 1.0%
(1) Includes 2,500 shares which Mr. Schiff has the right to acquire pursuant
to the Company's 1995 Stock Incentive Plan for Key Employees within 60
days of October 18, 1996. Also includes 202,972 shares held by the Estate
of Herbert Freedland for which Mr. Schiff is a personal co-representative
along with NBD Bank. Mr. Schiff disclaims beneficial ownership of the
shares held by the Estate of Herbert Freedland.
(2) Mr. Schwartz is a director of DTE Energy Company, The Detroit Edison
Company, Unisys Corporation, Core Industries Inc, Handleman Company and
Pulte Corporation.
(3) Mr. Cummings is a director of Handleman Company.
All officers and directors as a group beneficially owned 216,264 shares
(35%) of Common Stock as of October 18, 1996. This amount includes the 202,972
shares held by the Estate of Herbert Freedland for which Mr. Schiff is a
personal co-representative and with respect to which he disclaims beneficial
ownership.
The Audit Committee of the Board of Directors, which consists of Alan E.
Schwartz and Richard H. Cummings, met twice during the fiscal year ended July
31, 1996. The functions performed by the Audit Committee are: (1) nominating
the Company's independent auditors for approval by the Board of Directors; (2)
reviewing with the independent auditors the scope, cost and results of the
auditing engagement; (3) reviewing and approving fees for audit and non-audit
professional services provided by the independent auditors and determining
whether such non-audit services affect the independence of the independent
auditors; and (4) reviewing reports submitted by independent auditors
regarding the adequacy of the Company's system of internal accounting
controls.
The Board of Directors has no nominating committee, compensation
committee or committees performing similar functions; instead, the Board of
Directors considers such matters at its meetings. The Board of Directors met
eight times during the fiscal year ended July 31, 1996.
2
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Executive Compensation
Summary Compensation Table
The following table sets forth information for each of the fiscal years
ended July 31, 1996, 1995 and 1994 concerning the compensation of the
Company's Chief Executive Officer and of each other executive officer of the
Company whose total annual salary and bonus exceeded $100,000:
SUMMARY COMPENSATION TABLE
Annual Compensation(1)
Name and ---------------------- All Other
Principal Position Year Salary($) Bonus($) Compensation($)(2)
------------------ ---- --------- -------- ------------------
Morton I. Schiff, Chief 1996 160,000 55,000 450
Executive Officer, President, 1995 150,000 75,000 22,115
Treasurer and Director 1994 140,000 90,000 33,637
Ronald Sakuta, Former Vice 1996 128,333 -- 250
President and Chief Operating 1995 130,000 75,000 450
Officer (3) 1994 120,000 90,000 450
Mark Duddles, Vice President, 1996 89,617 25,000 450
Manufacturing
Dean McLeod, Vice President, 1996 86,833 20,000 450
Sales
<FN>
- ----------------
(1) Perquisites and other personal benefits do not exceed the lesser of
$50,000 or 10% of the total annual salary and bonus for any of the named
executive officers.
(2) The amounts shown include $450 allocable to each executive officer with
respect to the Company's 401(k) plan contribution for the fiscal years
ended July 31, 1996, July 31, 1995 and July 31, 1994 ($250 for Mr. Sakuta
in fiscal year ended July 31, 1996 as a result of his resignation), and
the amount accrued during such fiscal years on Mr. Schiff's behalf
pursuant to a supplemental pension arrangement.
(3) Mr. Sakuta resigned from his position with the Company effective March 1,
1996.
Options Grants in Last Fiscal Year
The following table sets forth information concerning individual grants
of stock options made during the fiscal year ended July 31, 1996 to executive
officers of the Company named in the Summary Compensation Table above:
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants
-----------------------------------------------
Percentage Potential Realized
of Value at
Total Assumed Annual Rates of
Options Stock Price
Granted to Appreciation at
Employees End of Ten-Year Option
Options in Per Share Term
Granted Fiscal Exercise Expiration ------------------------
Name (1) Year Price Date 5% 10%
---- ------- ---------- ---------- ---------- -- ---
Morton I. Schiff ..... 10,000 50.0 $24.00 8/01/05 $150,935 $382,498
Ronald Sakuta (2) .... 10,000 50.0 24.00 8/01/05 150,935 382,498
<FN>
- ----------------
(1) Each option granted in fiscal 1996 is exercisable as follows: 25% of shares
beginning August 1, 1996; 50% of shares beginning August 1, 1997; and 100%
of shares beginning August 1, 1998. In addition, 100% of the shares are
exercisable after a Change in Control (as defined in the applicable Stock
Option Agreements).
(2) In connection with Mr. Sakuta's resignation effective March 1, 1996, all
options granted to Mr. Sakuta were terminated.
3
Defined Benefit or Actuarial Plans
The Company maintains the Howell Industries, Inc. Pension and Retirement
Fund Plan (the "Pension Plan"). The Pension Plan is a qualified,
non-contributory defined benefit plan. It covers all Company personnel (except
union employees whose collective bargaining agreement does not provide for
Pension Plan participation) who have worked at least 1,000 hours in one year.
The normal retirement benefit is computed from the best consecutive five year
anniversary salary rates. It is normally payable for the life of the
participant. The Pension Plan provides a benefit equal to .88% of average
compensation up to a participant's covered compensation (generally, the
average of the taxable wage bases under Social Security in effect during the
35 year period preceding the employee's Social Security retirement age) plus
1.51% of the remaining average compensation, all multiplied by the
participant's total years of credited service with the employer (maximum of
25). The accrued benefit is not vested until completion of five years of
service. The compensation covered by the Pension Plan consists of base pay
(exclusive of bonuses).
The following table illustrates current monthly benefits payable under
the Pension Plan upon retirement at age 65 to persons in certain compensation
and years of service classifications.
Final Years of Service
Average ---------------------------------
Compensation 10 15 20 25
- ------------ -- -- -- --
$100,000 $1,139 $1,709 $2,278 $2,848
125,000 1,454 2,180 2,907 3,634
150,000 1,768 2,652 3,536 4,421
Compensation covered by the plan excludes bonuses and is limited to $150,000
for 1996. The current credited years of service for Morton I. Schiff are 32.42
years. Benefits in this table are stated as a life annuity with a 10 year
payment guarantee. The benefits set forth in the table have been coordinated
with Social Security and there is no further offset or deduction that applies.
The Company maintains a supplemental pension arrangement with Morton I.
Schiff (the "Supplemental Plan"). The Supplemental Plan is a nonqualified,
unfunded plan under which amounts are credited to an account until retirement.
The amount to be credited each year is determined under a formula which is
intended to produce an accumulation of funds at age 65 sufficient to purchase
an annuity equal to the difference between the benefit payable under the
Pension Plan and the benefit that would have been received if bonuses formed a
part of the benefit base and if Internal Revenue Service limits on benefits
payable from the Pension Plan did not apply. The Supplemental Plan also
provides for the payment of benefits upon death.
Compensation of Directors
Officers of the Company who are directors do not receive any additional
remuneration for services as a director. During the fiscal year ended July 31,
1996, each director who was not employed by the Company received a director's
fee of $1,000 per month.
In addition, effective December 1, 1994, the Company adopted the Howell
Industries, Inc. Retirement Plan for Non-Employee Directors (the "Retirement
Plan"), which is a non-contributory, nonqualified and unfunded plan. The
Retirement Plan provides for a quarterly retirement allowance to each director
who has never served as an officer of the Company and has served on the Board
of Directors of the Company as a non-employee director for five or more years.
Pursuant to the Retirement Plan, the quarterly retirement allowance is equal
to 18.75% (75% annually) of the annual retainer (not including meeting fees)
in effect on the date of the participant's termination of service on the Board
of Directors of the Company. Payments are made quarterly beginning with the
month following termination of service on the Board of Directors of the
Company. The retirement allowance payments continue for a period equal to the
number of calendar quarters served on the Board of Directors of the Company,
or until the participant's death, whichever occurs first. Pursuant to the
Retirement Plan, retired participants must provide limited consulting services
to the executive officers and directors of the Company upon request.
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements
Mr. Schiff has an employment agreement with the Company which provides
for a minimum annual salary of $140,000 plus any additional bonus or incentive
compensation which the Board of Directors deems appropriate. The employment
agreement provides that prior to a change in control of the Company, the
4
agreement can be terminated with 30 days' advance written notice. After a
change in control, the term of the agreement becomes three years following the
change in control. In the event of termination of employment for disability or
without cause, either six months prior to or after a change in control and
before the expiration of the three year period following the change in
control, Mr. Schiff will be entitled to minimum compensation equal to Mr.
Schiff's compensation at the time of the change in control.
Additional Information With Respect to Compensation Committee Interlocks and
Insider Participation in Compensation Decisions
The Company has no compensation committee. Morton I. Schiff is an
executive officer of the Company and serves as a director. Mr. Schiff did not
participate in deliberations of the Company's Board of Directors concerning
executive officer compensation. Alan E. Schwartz is a partner in the law firm
of Honigman Miller Schwartz and Cohn, which firm serves as counsel to the
Company. It is expected that such law firm will continue to be retained by the
Company in the current fiscal year.
Board Compensation Committee Report on Executive Compensation
General. The Board of Directors' overall compensation policy applicable
to the Company's executive officers is to provide a compensation package that
is intended to retain qualified executives for the Company and to provide them
with incentives to achieve Company goals and increase shareholder value. The
Board of Directors implements this policy principally through salaries,
bonuses and miscellaneous personal benefits.
Salaries. The Board of Directors' policy is to provide salaries that are
comparable to those of similar executive officers in similar companies in
order to retain qualified executives and that compensate individual employees
for their individual contributions and performance. The Board of Directors
determines comparable salaries paid by other companies similar to the Company
through comparisons of publicly available information and information
otherwise available to the Board of Directors.
Bonuses. The Board of Directors' policy is to pay discretionary bonuses,
determined after the end of the fiscal year, to compensate executive officers
for performance or achievements during the fiscal year with respect to which
such bonus is paid.
Employment Agreements and Miscellaneous Personal Benefits. The Board of
Directors' policy is to have employment agreements with its executive officers
to provide them with specified minimum positions, periods of employment,
salaries, fringe benefits and severance benefits. These benefits are intended
to permit the executive officer to focus his attention on performing his
duties to the Company, rather than on the security of his employment, and to
provide the officer with benefits deemed by the Board of Directors to be
suitable for the executive's office.
Fiscal 1996 Compensation Decision Concerning Chief Executive Officer. In
September, 1996, the Board of Directors approved the continuation of Mr.
Schiff's salary for the fiscal year ended July 31, 1997 at the same level as
the salary for the prior fiscal year, and a bonus of $55,000 for the fiscal
year ended July 31, 1996. The salary and bonus decisions were based upon the
results of the Company during the fiscal year ended July 31, 1996.
By the Board of Directors:
Richard H. Cummings
Morton I. Schiff
Alan E. Schwartz
Performance Graph
The following line graph compares for the past five fiscal years (i) the
yearly cumulative total shareholder return (i.e., the change in share price
plus the cumulative amount of dividends, assuming dividend reinvestment,
divided by the initial share price, expressed as a percentage) on the
Company's Common Stock, with (ii) the cumulative total return of the S&P 500
Index, and with (iii) the cumulative total return of the American Stock
Exchange Capital Goods Index:
5
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
Among Howell Industries, Inc., S&P 500 Index, AMEX Capital Goods Index
Fiscal Year Ended July 31
[ CHART ]
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
Howell Industries, Inc. .. 100 130 131 139 135 165
S&P 500 Index ............ 100 113 123 129 163 190
AMEX Capital Goods Index . 100 98 108 118 160 171
<FN>
* Assumes $100 investment on July 31, 1991 in Howell Industries, Inc. Common
Stock, S&P 500 Index companies and AMEX Capital Goods Index companies. Total
return assumes reinvestment of dividends.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of
a registered class of the Company's equity securities, to file initial reports
of ownership and reports of changes in ownership of Common Shares and other
equity securities of the Company with the Securities and Exchange Commission
(the "SEC"). Officers, directors and greater than ten-percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) reports they file. Based on review of the copies of such reports
furnished to the Company during fiscal 1996, or written representations that
no Form 5 filings were required, the Company believes that during the fiscal
year ended July 31, 1996 all Section 16(a) filing requirements applicable to
its officers, directors and greater than ten-percent beneficial owners were
complied with.
6
OTHER TRANSACTIONS WITH MANAGEMENT AND OTHERS
The general counsel to the Company is Honigman Miller Schwartz and Cohn,
a law firm of which Alan E. Schwartz, a director of the Company, and Cyril
Moscow, Secretary, are partners. The Company has entered into agreements with
Alan E. Schwartz, Richard H. Cummings and Morton I. Schiff, directors of the
Company, pursuant to which the Company agreed to maintain liability insurance
and to indemnify and advance expenses with respect to claims relating to their
duties as directors.
NBD Bank ("NBD"), along with Morton I. Schiff, Chief Executive Officer,
President and Treasurer of the Company, are personal co-representatives of the
Estate of Herbert Freedland. During the fiscal year ended July 31, 1996, the
Company paid fees to NBD for services performed by NBD for the Company during
the Company's last fiscal year. The Company expects to continue to have
transactions with NBD in the ordinary course of its business. In the opinion
of management, the Company's commercial dealings with NBD are on terms as
favorable as those available from other third-party banks.
II. OTHER MATTERS
COMPANY ACCOUNTANTS
The Company has selected the accounting firm of Deloitte & Touche LLP as
the Company's independent certified public accountants for the fiscal year
ending July 31, 1997. This accounting firm (and its predecessor) has served as
the Company's independent certified public accountants since 1968. A
representative of Deloitte & Touche LLP is not expected to be present at the
Annual Meeting of Shareholders unless requested in advance by a shareholder of
the Company. If so requested, such a representative will be present to respond
to appropriate questions and will have an opportunity to make a statement if
he desires to do so.
OTHER PROPOSALS
As of the date of this Proxy Statement, the management does not intend
to present, and has not been informed that any other person intends to
present, any matters for action at this meeting other than those specifically
referred to in the Proxy and in this Proxy Statement. If, however, any other
matters not now known or determined shall be presented, it is the intention of
the proxy holders to vote such proxies in accordance with their best judgment.
A shareholder proposal which is intended to be presented at the 1997
Annual Meeting of Shareholders must be received by the Company at its
principal offices, Suite 650, 17515 West Nine Mile Road, Southfield, Michigan
48075, by June 29, 1997.
By Order of the Board of Directors
CYRIL MOSCOW, Secretary
Dated: October 28, 1996
7
[ Form of Proxy -- Front ]
P R O X Y HOWELL INDUSTRIES, INC. P R O X Y
Annual Meeting of Shareholders, November 27, 1996
The undersigned hereby appoints Morton I. Schiff and Cyril Moscow, and each
of them, with power of substitution, the proxies of the undersigned to vote the
stock of the undersigned at the Annual Meeting of Shareholders of Howell
Industries, Inc. (the "Company") to be held November 27, 1996, and at any
adjournment thereof:
1. ELECTION OF [ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY
DIRECTORS below (except as marked to vote for all nominees
to the contrary below) listed below.
Morton I. Schiff, Alan E. Schwartz and Richard H. Cummings
(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name on the space provided below.)
_______________________________________________________________________________
2. In their discretion with respect to any other matters that may properly come
before the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
If no choice is specified, the shares will be voted FOR the nominees listed.
(Continued, and to be signed, on reverse side)
[ Form of Proxy -- Back ]
Account Number Number of Shares Proxy Number
Dated: __________________________, 1996
_______________________________________
_______________________________________
Shareholder Should Sign Here
NOTE: Please date this proxy and sign
exactly as your name appears hereon. If
the shares are registered in more than
one name, each joint owner should sign.
When signing as attorney, administrator,
personal representative, executor,
guardian or trustee, add your title to
the signature.
PLEASE PROMPTLY DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED ENVELOPE.