SCHEDULE 14A
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. [ ] 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 Section 240.14a-12
McClain Industries, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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MCCLAIN INDUSTRIES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 3, 2002
MCCLAIN INDUSTRIES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 3, 2002
To Our Shareholders:
You are cordially invited to attend the 2002 Annual Meeting of
Shareholders to be held at the Sterling Inn, 34911 Van Dyke Road, Sterling
Heights, Michigan, on Friday, May 3, 2002, at 10:00 a.m., local time. At the
Annual Meeting, you will be asked:
(1) To elect a Board of five Directors to serve until the next
annual meeting of shareholders or until their successors are
elected and qualified; and
(2) To transact any other business that may properly come before
the Annual Meeting.
This Proxy Statement contains information relevant to the 2002 Annual
Meeting. Only our shareholders of record at the close of business on March 19,
2002, are entitled to notice of, and to vote at, the Annual Meeting.
YOUR VOTE IS IMPORTANT. Whether or not you expect to attend the Annual
Meeting, please sign, date, and mark the enclosed proxy and return it as soon as
possible in the postage-paid envelope provided. If you wish to vote in
accordance with recommendations of the Board of Directors, you need only sign,
date and return the proxy. If you send in your proxy and subsequently decide to
attend the Annual Meeting, you may withdraw your proxy and vote your shares.
Thank you for your continued support and endorsement of McClain
Industries. We look forward to continuing our history of building long term
value for you and our other Shareholders.
Sincerely,
CARL JAWORSKI
Secretary
Dated: March 27, 2002
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN
PERSON. HOWEVER, TO ENSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE
ENCOURAGED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE
IN THE POSTAGE-PAID ENVELOPE PROVIDED FOR THAT PURPOSE.
MCCLAIN INDUSTRIES, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 3, 2002
PROXIES AND SOLICITATIONS
This Proxy Statement is being mailed to the holders of shares of common
stock of McClain Industries, Inc. in connection with our 2002 Annual Meeting of
Shareholders. The purpose of this Proxy Statement is to solicit your approval of
the election of the nominees for the Board of Directors. If your proxy is
received in time for the Annual Meeting, your shares will be voted in accordance
with the instructions, if any, contained in your executed proxy. If you do not
give instructions, your proxy will be voted for all nominees for the Board. You
may revoke an executed proxy at any time before it is exercised. You may revoke
your proxy either by submitting to our corporate Secretary a written notice of
revocation bearing a date later than the date of your proxy any time prior to
the start of the Annual Meeting, or by attending the Annual Meeting and voting
in person (although attending the Annual Meeting will not by itself revoke a
proxy).
Our directors, officers and employees may solicit proxies by personal
interview, telephone, telegram and mail. Arrangements may also be made with
brokerage houses or other custodians, nominees and fiduciaries to forward
solicitation material to our shareholders, and we may reimburse them for
reasonable out-of-pocket expenses incurred in forwarding such material, which we
anticipate will not exceed $1,000. We will bear the cost of all proxy
solicitation.
Our executive offices are located at 6200 Elmridge Road, Sterling
Heights, Michigan 48313. This Proxy Statement is dated March 27, 2002, and it is
first being mailed to shareholders on or about April 1, 2002.
TIME AND PLACE OF MEETING
The Annual Meeting will be held at the Sterling Inn, 34911 Van Dyke
Road, Sterling Heights, Michigan, on Friday, May 3, 2002, at 10:00 a.m., local
time.
YOUR VOTING RIGHTS AND PRINCIPAL SHAREHOLDERS
Only holders of record of shares of common stock at the close of
business on March 19, 2002 are entitled to notice of, and to vote at, the Annual
Meeting or at any adjournment. On March 19, 2002, we had 4,534,170 shares of
common stock outstanding, which were held by 193 holders of record. Each
outstanding share of common stock entitles the record holder to one vote. You
can only vote your shares at the Annual Meeting if you are present or if you are
represented by proxy. In order for business to be conducted at the Annual
Meeting, we must have a quorum. There will be a quorum if shareholders that own
a majority of the outstanding shares entitled to vote are present at the Annual
Meeting, either in person or by proxy.
Information concerning our principal shareholders is discussed under
"Security Ownership of Certain Beneficial Owners and Management."
1
QUESTIONS CONCERNING THIS PROXY STATEMENT OR THE ANNUAL MEETING
If you have any questions about this Proxy Statement or the Annual
Meeting, please call Carl Jaworski at (586) 264-3611.
MATTERS TO COME BEFORE THE MEETING
ELECTION OF DIRECTORS
The only matter expected to be considered at the Annual Meeting will be
the election of directors. Our Bylaws provide for seven positions on the Board
of Directors. We propose that only five of these positions be filled by persons
nominated to the Board of Directors at the Annual Meeting. We are not planning
to fill the remaining two positions. Shareholders attending the Annual Meeting
may nominate and elect persons to fill the two current vacancies. Proxies may
not be voted for more than five persons. Each director will be elected by a
plurality of the votes cast at the Annual Meeting. Therefore, abstentions and
broker non-votes will have no effect on the election of directors. Proxies will
be tabulated by our transfer agent. The Inspector of Elections appointed at the
Annual Meeting will then combine the proxy votes with the votes cast at the
Annual Meeting. Each director elected at the Annual Meeting will serve for a
term commencing on the date of the Annual Meeting and continuing until the next
annual meeting of shareholders or until his or her successor is elected and
qualified. Unless otherwise instructed, proxies will be voted in favor of the
election of the five nominees listed below.
If any of the persons nominated are unavailable to serve, then a valid
proxy may be voted for the election of any other person whom the proxyholder
deems advisable in accordance with his or her best judgment. We have no
knowledge that any of the nominees will be unavailable to serve. In any event,
the enclosed proxy can be voted for only the five persons named in this Proxy
Statement or their substitutes.
Below is a list of the nominees with a description of their principal
occupation for the past five years. Each nominee presently serves on our Board
of Directors and has served continuously from the date of his election to the
present time.
KENNETH D. MCCLAIN, age 60, is Chairman of the Board, Chief Executive
Officer and President. He has been a director and officer since our inception in
March 1968. He also serves as an officer and a director of our subsidiaries.
ROBERT W. MCCLAIN, age 65, is Senior Vice President and Assistant
Secretary. He has been a director and officer since our inception in March 1968.
He also serves as an officer of several of our subsidiaries. Mr. Robert McClain
and Mr. Kenneth McClain are brothers.
RAYMOND ELLIOTT, age 67, has been a director since August 1990. He is
currently President of Hartland Insurance Group, Inc. From January 1, 1997 to
October 2, 1998, he was Vice President of First of America Insurance Group (now
National City). Prior to that he was President of Elliott & Sons Insurance
Agency, Inc. and Michigan Benefit Plans Insurance Agency, Inc. since 1967, and
was a director of both such companies through December 1996.
2
Mr. Elliott also serves as a director of the Boys and Girls Club of Troy, a
charitable organization located in Troy, Michigan.
WALTER J. KIRCHBERGER, age 67, has been a director since November 3,
1995. Mr. Kirchberger is a Director at UBS Warburg LLC, and has served in such
capacity for more than 25 years.
RONALD B. BRIGGS, age 66, was elected to the Board of Directors in June
2001. Mr. Briggs is a former shareholder/director of Doeren Mayhew, Certified
Public Accountants located in Troy, Michigan. He started his career with the
firm in 1960, became audit director in 1967 and served as managing director of
the firm from 1984 to 1996 and retired in 1997. Mr. Briggs is a member of the
American Institute of Certified Public Accountants and the Michigan Association
of Certified Public Accountants.
To the best of our knowledge, there are no material proceedings to
which any nominee is a party, or has a material interest, adverse to McClain
Industries. To the best of our knowledge, during the past five years, there have
been no events under any bankruptcy act, no criminal proceedings and no
judgments or injunctions that are material to the evaluation of the ability or
integrity of any nominee.
THE BOARD AND ITS COMMITTEES
Our Board of Directors met 6 times during our last fiscal year ended
September 30, 2001. All of our directors who were serving as directors as of the
meeting date attended each of those meetings.
Our Bylaws authorize the Board to form committees and to delegate some
of its responsibilities to those committees. The Board establishes the functions
of each committee and the standards for membership. In addition, the Board
appoints the members of each committee. The Board has three standing committees:
the Audit Committee, the Compensation Committee, and the Executive Committee.
THE AUDIT COMMITTEE was established to:
- annually recommend to the Board a firm of independent
public accountants to be our auditors
- review the scope of the annual audit with the
auditors in advance of the audit
- generally review the results of the audit and the
adequacy of our accounting, financial and operating
controls
- review our accounting and reporting principles,
policies and practices
- perform other duties which the Board may delegate to
it
3
The current members of the Audit Committee are Messrs. Raymond Elliott,
Kenneth D. McClain, Walter J. Kirchberger and Ronald B. Briggs. The Audit
Committee met twice during the 2001 fiscal year. See "Report of the Audit
Committee."
THE COMPENSATION COMMITTEE was established to:
- review the compensation (including salaries, bonuses
and stock options) of our officers
- perform other duties which the Board may delegated to
it
The current members of the Compensation Committee are Messrs. Raymond
Elliott and Walter J. Kirchberger. The Compensation Committee held no formal
meetings during the 2001 fiscal year. See "Report of the Compensation Committee
on Executive Compensation."
THE EXECUTIVE COMMITTEE was established to manage generally the
day-to-day business and affairs between regular Board meetings. The Executive
Committee may not, without the prior approval of the Board acting as a whole:
- amend our Articles of Incorporation
- amend our Bylaws
- adopt an agreement of merger or consolidation
- recommend to the shareholders the sale, lease or
exchange of all or substantially all of our property
and assets
- recommend to the shareholders a dissolution or a
revocation of a dissolution
- fill vacancies on the Board
- fix compensation of the directors for serving on the
Board or on a committee of the Board
- declare dividends or authorize the issuance of stock
- approve or take any action with respect to any
related party transaction involving McClain
Industries
All actions taken by the Executive Committee must be promptly reported
to the Board as a whole and are subject to ratification, revision and alteration
by the Board, except that no rights of third persons created in reliance on
authorized acts of the Executive Committee can be affected by any such revision
or alteration. The current members of the Executive Committee are Messrs.
Kenneth D. McClain and Robert W. McClain. The Executive Committee held no formal
meetings during the 2001 fiscal year.
4
The Board of Directors has adopted a policy requiring review of related
party transactions by disinterested directors on a transaction by transaction
basis.
The Board of Directors does not have a standing committee responsible
for nominating individuals to become directors.
DIRECTORS' COMPENSATION
Directors who are also our employees do not receive compensation for
serving on the Board of Directors or on the Board's committees. Directors who
are not our employees are entitled to a quarterly retainer fee of $4,000, a
$1,000 fee for each regular or special meeting of the Board and a $1,000 fee for
each committee meeting attended on a day other than a regular or special Board
meeting date. These fees may not increase more than once annually. A
non-employee director may elect to receive his fees either in cash or in shares
of common stock pursuant to our 1999 Retainer Stock Plan for Non-Employee
Directors.
To participate in the 1999 Retainer Stock Plan, a non-employee director
must elect, thirty days prior to the date his fees are paid, the percentage, if
any, of his fees he wishes to receive in the form of shares of common stock. The
number of shares of common stock to be issued to an eligible director is
determined by dividing (i) the dollar amount of the percentage of fees he elects
to receive in common stock, by (ii) the "fair market value" of common stock on
the day prior to the date the common stock issued. The term "fair market value"
means the closing sale price per share of common stock on the day prior to the
date of issuance as quoted on NASDAQ National Market, or if no sale takes place
on that day, the average of the closing bid and asked prices for the common
stock on that day as quoted on NASDAQ National Market. Any fractional share of
common stock derived from such calculation is paid in cash.
The aggregate fair market value of the shares of common stock issued to
any non-employee director in a given year cannot exceed 100% of the director's
fees. During the 2001 fiscal year, 19,939 shares of common stock were issued
under the 1999 Retainer Stock Plan.
5
EXECUTIVE OFFICERS
The persons listed below are our current executive officers. Each is
annually appointed by, and serves at the pleasure of, the Board.
Approximate Date
Name Age Office Service Began
- ---- --- ------ -------------
Kenneth D. McClain (1) 60 Chairman of the Board, Chief Executive 3/68
Officer, President
Robert W. McClain (1) 65 Senior Vice President, Assistant Secretary 3/68
Carl Jaworski 58 Secretary 10/72
Mark Mikelait 41 Treasurer 5/97
Each of the executive officers has been continuously employed by us for
more than five (5) years serving in the capacities and since the date reflected
above.
To our knowledge, there are no material proceedings to which any
officer is a party, or has a material interest, adverse to McClain Industries.
To our knowledge, during the past five years, there have been no events under
any bankruptcy act, no criminal proceedings and no judgments or injunctions that
are material to the evaluation of the ability or integrity of any executive
officer.
EXECUTIVE COMPENSATION
The following tables set forth all cash compensation paid to our Chief
Executive Officer and our other executive officers whose total annual salary and
bonus exceeded $100,000 during the last three fiscal years.
- --------------------
(1) Kenneth D. McClain and Robert W. McClain are brothers.
6
SUMMARY COMPENSATION TABLE
=================================================================================================
Annual Compensation Long Term Compensation
------------------- ----------------------
Name and Fiscal Salary Securities underlying
Principal Position Year Amount($) Options/SARs(#)
- ------------------ ---- --------- ---------------
Kenneth D. McClain, 2001 $277,083 ---
President/ CEO 2000 $294,793 ---
1999 $275,000 25,000
Robert W. McClain, 2001 $150,000 ---
Senior Vice President 2000 $150,000 ---
1999 $143,751 20,000
Carl Jaworski, 2001 $112,750 ---
Secretary 2000 $111,373 ---
1999 $108,750 5,000
Mark S. Mikelait, 2001 $126,075 ---
Treasurer 2000 $122,781 ---
1999 $126,250 5,000
=================================================================================================
AGGREGATED OPTION/SAR EXERCISES AND
FISCAL YEAR-END OPTION/SAR VALUES TABLE
======================================================================================================================
Value of Unexercised
No. of Unexercised In-The-Money
Shares Options/SARs at Options/SARs at
Acquired 2001 Fiscal Year-End (1) 2001 Fiscal Year-End (2)
on
Exercise --------------------------------------------------------------------
In Fiscal Value Not Not
Year 2001 Realized Exercisable Exercisable (1) Exercisable Exercisable
- ----------------------------------------------------------------------------------------------------------------------
Kenneth D. McClain -0- -0- 16,666 8,334 $0 $0
Robert W. McClain -0- -0- 13,333 6,667 $0 $0
Carl Jaworski -0- -0- 8,333 1,667 $0 $0
Mark S. Mikelait -0- -0- 15,000 0 $0 $0
======================================================================================================================
(1) Stock options granted between February 9, 1998 and May 7,1999 pursuant
to the Company's 1998 and 1999 Incentive Stock Plans (the "Incentive
Plans"). Options must be exercised by May 7, 2004. Exercise prices vary
from $5.08 to $5.50 per share.
(2) Value based on the average of the September 30, 2001 closing bid high
and low price which was $1.38 per share.
7
REPORT OF THE AUDIT COMMITTEE
The Board of Directors maintains an Audit Committee comprised of four
of the Company's directors. At the current time, three of the directors on the
Audit Committee are "independent directors" as that term is defined by the
National Association of Securities Dealers, Inc. ("NASD"). The Audit Committee
held two formal meeting during the 2001 fiscal year.
In accordance with its written charter adopted by the Board of
Directors, the Audit Committee assists the Board of Directors with fulfilling
its oversight responsibility regarding the quality and integrity of the
accounting, auditing and financial reporting practices of the Company. In
discharging its oversight responsibilities regarding the audit process, the
Audit Committee:
- reviewed and discussed the audited financial
statements with management
- discussed with the independent auditors the material
required to be discussed by Statement on Auditing
Standards No. 61
- reviewed the written disclosures and the letter from
the independent auditors required by the Independence
Standards Board's Standard No. 1, and discussed with
the independent auditors any relationships that may
impact their objectivity and independence
The Audit Committee presents the following summary of all fees paid
Rehmann Robson, P.C., the Company's auditors, for the Company's 2001 fiscal
year:
Audit Fees (for the audit of the 2001 financial
statements and quarterly reviews) - $160,000
Financial Information Systems Design and
Implementation Fees - none
All Other Fees (primarily for tax services and
benefit plan review) - $118,000
The Audit Committee has considered and determined that the level of
Rehmann Robson's fees for services other than the audit and the quarterly review
services is compatible with maintaining the auditor's independence. The Audit
Committee has also approved the selection of Rehmann Robson as the Corporation's
independent auditor for the year ending September 30, 2002.
Based upon the review and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 2001, as filed with the Securities and Exchange
Commission.
Submitted by:
Raymond Elliott Kenneth D. McClain Walter J. Kirchberger Ronald B. Briggs
8
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
Our executive compensation program is administered by the Board's
Compensation Committee which is comprised of independent directors, Messrs.
Raymond Elliott and Walter J. Kirchberger. The program supports our commitment
to providing superior shareholder value. It is designed to attract and retain
high-quality executives, to encourage them to make career commitments to us, and
to accomplish our short and long term objectives. The Compensation Committee
attempts to structure our compensation program so that it will reward our
executives with bonuses and stock and option awards when they or the Company
attain specified goals and objectives while striving to maintain salaries at
reasonably competitive levels. The Compensation Committee reviews the
compensation (including salaries, bonuses and stock options) of our key
executives and performs such other duties as may be delegated to it by the Board
of Directors. The Compensation Committee held no formal meeting during the 2001
fiscal year, but met informally during regularly scheduled Board of Directors
meetings.
Executive Officer Compensation
In reviewing the compensation to be paid to our executive officers, the
Compensation Committee seeks to ensure that executive officers are rewarded for
long-term strategic management, for increasing the share value of our common
stock, and for achieving internal goals established by the Board of Directors.
The key components of executive officer compensation are salary,
bonuses and stock awards. Salary is generally based on factors such as an
individual officer's level of responsibility, prior years' compensation,
comparison to compensation of our other officers, and compensation provided by
competitive companies and companies of similar size. Bonuses and stock awards
are intended to reward exceptional performances. Stock awards are also intended
to increase an officer's interest in our long-term success as measured by the
market and book value of the common stock. Stock awards may be granted to our
officers and directors and to certain employees who have managerial or
supervisory responsibilities under the Incentive Stock Plan. Stock awards may be
stock options, stock appreciation rights or restricted share rights.
Chief Executive Officer Compensation
Compensation for the Chief Executive Officer is determined by a process
similar to that discussed above for executive officers. The Chief Executive
Officer's compensation package is based on data from comparable companies and by
a careful review of our financial and operating performance for the preceding
fiscal year as well as any performance goals set for the Chief Executive
Officer.
Submitted by:
Raymond Elliott Walter Kirchberger
9
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Raymond Elliott, Walter J. Kirchberger and Ronald B. Briggs are
not currently, and have never been, officers or employees of McClain Industries
or any of our subsidiaries. Mr. Elliott is a principal officer of Hartland
Insurance Group Inc. which provided insurance to us during the 2001 fiscal year.
Hartland Insurance Group sold us insurance with premiums aggregating
approximately $2,050,000 during the 2001 fiscal year, for which Hartland
received fees and commissions in the approximate amount of $210,000. We believe
that Mr. Elliott's ability to make fair compensation decisions was not
compromised by our relationship with Hartland Insurance Group. None of our
executive officers served as a director, executive officer or compensation
committee member of another entity that had an executive officer who served as a
Compensation Committee member or as a member of our Board of Directors during
the last fiscal year.
10
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
Below is a line graph comparing the yearly percentage change in the
cumulative total shareholder return on the common stock against the cumulative
total return of the NASDAQ Market Index, the NASDAQ Trucking and Transportation
Index, and the published MG Industry Group 626 (Metals Fabrication), for the
five (5) fiscal years beginning October 1, 1996 and ending September 30, 2001.
This line graph assumes a $100 investment on October 1, 1996 with dividend
reinvestment.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG MCCLAIN INDUSTRIES, INC.
NASDAQ MARKET INDEX AND MG GROUP INDEX
[LINE GRAPH]
ASSUMES $100 INVESTED ON OCT. 1, 1996
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING SEPT. 30, 2001
1996 1997 1998 1999 2000 2001
---- ---- ---- ---- ---- ----
MCCLAIN INDUSTRIES, INC. 100.00 85.87 60.87 76.09 69.03 26.97
MG GROUP INDEX 100.00 144.14 106.09 142.02 104.69 110.63
NASDAQ MARKET INDEX 100.00 135.92 141.25 228.51 312.59 128.07
NASDAQ TRUCKING & 100.00 140.94 105.02 120.02 103.80 103.30
TRANSPORTATION INDEX
11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table describes, as of March 19, 2002, certain
information regarding the beneficial ownership of common stock, of:
- each person known to us to be the beneficial owner of
more than five percent (5%) of the common stock
- each of our directors
- each of our executive officers listed in the Summary
Compensation Table
- all of our executive officers and directors as a
group, based upon information available
Name and Address Amount and Nature of Percent of Outstanding
of Beneficial Owner Beneficial Ownership (1) Shares (2)
- ------------------------------------------------------------------------------------------------------
Kenneth D. McClain 1,423,662(3) 31.40%
6200 Elmridge Road
Sterling Heights, MI 48313
Robert W. McClain 932,681(4) 20.57%
6200 Elmridge Road
Sterling Heights, MI 48313
June McClain 337,178 7.44%
6200 Elmridge Road
Sterling Heights, MI 48313
Robert J. Gordon, Trustee 964,913(5) 21.28%
One Woodward Ave., Ste. 2400
Detroit, MI 48226
Raymond Elliott 43,228 0.95%
290 Town Center
P.O. Box 890
Troy, Michigan 48084
Walter Kirchberger 18,582 0.41%
2301 West Big Beaver Rd., Suite 800
Troy, Michigan 48084
Ronald Briggs 9,410 0.21%
755 West Big Beaver Rd
Troy, Michigan 48084
Carl Jaworski 124,493 2.75%
6200 Elmridge Road
Sterling Heights, MI 48313
Mark S. Mikelait 15,000 0.33%
500 Sherman Street
Galion, OH 44833
12
All current executive officers and 3,869,147(6) 85.33%
Directors as a group (6 persons)
(1) For purposes of this table, a person is deemed to have "beneficial
ownership" of any shares that such person has a right to acquire within
60 days.
(2) Based on 4,534,170 shares of common stock issued and outstanding as of
March 19, 2002. In addition, for purposes of computing the percentage
of outstanding shares held by each person or group of persons named
above, any security that such person or persons has or have the right
to acquire within 60 days is also deemed to be outstanding, but not
deemed to be outstanding for the purpose of computing the percentage
ownership of any other person.
(3) Includes 2,430 shares of common stock owned by Kenneth D. McClain's
wife. Mr. McClain disclaims beneficial ownership of these shares.
(4) Includes 337,178 shares of common stock owned by Robert W. McClain's
wife. Mr. McClain disclaims beneficial ownership of these shares.
(5) Represents shares of common stock held by Mr. Gordon as trustee of
trusts established for family members of Messrs. Kenneth D. McClain and
Robert W. McClain. Messrs. Kenneth D. McClain, Robert W. McClain and
Robert J. Gordon disclaim beneficial ownership of these shares.
(6) Includes 54,999 shares which executive officers and directors have the
right to acquire pursuant to stock options exercisable within 60 days.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We lease one of our facilities from the siblings of Messrs. Kenneth and
Robert McClain. We believe that the terms and conditions of this lease are
comparable to those available from an unrelated party with respect to similar
facilities.
We had sales of approximately $103,000 in the 2001 fiscal year to
McClain Leasing Corporation, an entity controlled by certain of our officers and
directors.
The Hartland Insurance Group, Inc, an entity owned by Raymond Elliott,
a director of the Company, provided insurance to us during the 2001 fiscal Year.
Hartland Insurance Group sold us insurance with premiums aggregating
approximately $2,050,000 during the 2001 fiscal year, for which Hartland
received fees and commissions in the approximate amount of $210,000. See
"Compensation Committee Interlocks and Insider Participation."
13
GENERAL INFORMATION
INDEPENDENT PUBLIC ACCOUNTANTS
The Board selected Rehmann Robson P.C. as our independent public
accountants for the 2001 fiscal year. Representatives of Rehmann Robson P.C. are
expected to be present at the Annual Meeting, and will have the opportunity to
make a statement if they wish to do so and to respond to any questions you may
have. We expect that Rehmann Robson P.C. will also serve as our independent
public accountants during the fiscal year ending September 30, 2002.
SHAREHOLDER PROPOSALS
If you wish to submit a shareholder proposal to be included in the
proxy materials for the 2003 Annual Meeting of Shareholders, you must comply
with the federal securities laws. In addition, you must submit your proposal to
us at our offices at 6200 Elmridge Road, Sterling Heights, Michigan 48313, not
later than December 1, 2002. Shareholder proposals should be addressed to our
Secretary.
OTHER MATTERS
We have mailed our 2001 Annual Report to you with this Proxy Statement,
or it has been mailed to you previously.
We do not know of any matters that will be presented for consideration
at the Annual Meeting other than those stated in this Notice of Annual Meeting
and Proxy Statement. However, if any other matters do properly come before the
Annual Meeting, the person or persons named in the enclosed proxy will vote your
proxy in accordance with their best judgment regarding such matters, including
the election of a director other than a nominee listed in this Proxy Statement
(should a nominee be unavailable to serve) and other matters incident to the
conduct of the Annual Meeting.
INSTRUCTIONS
If you will not be attending the Annual Meeting, please date, sign and
return the enclosed proxy in the enclosed postage-paid envelope. So that a
quorum at the Annual Meeting may be assured, it is important that you promptly
execute and return the proxy to us. If you have any questions, please call Carl
Jaworski at (586) 264-3611.
By order of the Board of Directors
CARL JAWORSKI
Secretary
Dated: March 27, 2002
14
[X] PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE MCCLAIN INDUSTRIES, INC.
ANNUAL MEETING OF SHAREHOLDERS
MAY 3, 2002
The giving of this Proxy does not affect the right of the
undersigned shareholder to vote in person should the
undersigned shareholder attend the Annual Meeting. This
Proxy may be revoked at any time before it is voted.
For All
1. ELECTION OF DIRECTORS For Withheld Except
The nominees are: | | | | | |
This Proxy when properly executed will be voted in the
manner directed herein by the undersigned shareholder. IF NO KENNETH D. MCCLAIN ROBERT W. MCCLAIN
DIRECTION IS MADE WITH RESPECT TO THE NOMINEES OR A WALTER J. KIRCHBERGER RAYMOND ELLIOTT
PARTICULAR PROPOSAL, THIS PROXY WILL BE VOTED FOR THE RONALD B. BRIGGS
ELECTION OF THE NOMINEES LISTED AND FOR SUCH PROPOSAL.
Instructions: To vote for all of the nominees, put
an X in the box marked "For". To withhold your
vote for all of the nominees, put an X in the box
marked "Withheld". To vote for some but not all of
the nominees, put an X in the box marked "For All
Except" and list on the line below only those
nominees for whom your vote is withheld.
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2. OTHER BUSINESS
The appointed proxies are authorized to vote
-------------- upon all matters incidental to the conduct of
| Date | the Annual Meeting and such other business as
| | may properly come before the Annual Meeting
Please sign exactly as your name appears on this card. | | in accordance with their best judgment.
- ----------------------------------------------------------------------
| |
| |
| | PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
| | PROMPTLY IN THE ENCLOSED ENVELOPE.
| |
| | When shares are held by joint tenants, both
|---- Shareholder sign above ------- Co-holder (if any) sign above --- should sign. When signing as attorney, executor,
personal representative, trustee or in
some other representative capacity, please
sign name and give full title. If a
corporation, please sign in full corporate
name by President or other authorized
officer. If a partnership, please sign in
partnership name by authorized person.
- -----------------------------------------------------------------------------------------------------------------------------------
- DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED. -
MCCLAIN INDUSTRIES, INC.
|-------------------------------------------------------------------------------------------------------------------------------|
| THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS |
| |
| The shareholder appoints KENNETH D. McCLAIN, ROBERT W. McCLAIN, RAYMOND ELLIOTT, WALTER J. KIRCHBERGER and RONALD B. |
| BRIGGS or any one of them, as attorneys and proxies of the shareholder, with full power of substitution, to vote on |
| behalf of the shareholder and in his or her name and stead, all shares of the common stock of McClain Industries, Inc. |
| which the shareholder would be entitled to vote if personally present at the Company's Annual Meeting of Shareholders to |
| be held at the Sterling Inn, Concord Room, 34911 Van Dyke Road, Sterling Heights, Michigan, on Friday, May 3, 2002, and |
| at any adjournments. |
| |
| The shareholder acknowledges receipt of the Notice of Annual Meeting and Proxy Statement dated March 27, 2002. |
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