UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 (S) 240.14a-11(c) or (S) 240.14a-12
Universal Mfg. Co.
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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)(4) and 0-11.
(1) Title of each class 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
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[_] 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
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
TO THE SHAREHOLDERS OF UNIVERSAL MFG. CO.:
Notice is hereby given that the Annual Meeting of the Shareholders of UNIVERSAL
MFG. CO. will be held at Universal Mfg. Co., 10000 "J" Street, Omaha, Nebraska,
on December 4, 2001 at 9:30 a.m. for the election of members of the Board of
Directors for the ensuing year and for the transaction of such other business as
may properly come before the meeting.
The date of record for voting at this 2001 Annual Meeting was the close of
business on October 12, 2001. Only holders of common stock as of this record
date are entitled to Notice of and to vote at the aforesaid meeting or any
adjournment thereof.
It is hoped that as many shareholders as possible will attend in person but if
it will be impossible for you to do so, we request that you sign and return the
enclosed proxy in the envelope provided to ensure your representation at the
annual meeting. Returning the proxy does not prevent a shareholder from
attending the meeting and voting in person.
Enclosed with this Notice is the 2001 Annual Report of the Company.
BY ORDER OF THE BOARD OF DIRECTORS.
Donald D. Heupel, President
T. Warren Thompson, Secretary
To Be Held December 4, 2001
SOLICITATION
------------
The enclosed proxy is solicited by the Board of Directors of Universal Mfg.
Co. for use at the Annual Meeting of Shareholders of the Company to be held on
December 4, 2001, and at any adjournment thereof. Such meeting is to be held at
Universal Mfg. Co., 10000 "J" Street, Omaha, Nebraska, and will commence at 9:30
a.m. Such solicitation is being made by mail and the Company may also use its
officers, directors and regular employees to solicit proxies from shareholders
either in person or by telephone, telegraph or letter without extra
compensation.
Any proxy given pursuant to such solicitation may be revoked by the
shareholder at any time prior to the voting of the proxy. Any revocation of a
proxy may be in writing delivered to the Company or by oral statement of any
shareholder in attendance at the Annual Meeting.
This solicitation is being made by the Company. The entire cost of such
solicitation, which represents the amount normally expended for a solicitation
relating to an uncontested election of directors, will be borne by the Company.
Such cost will include the cost of supplying necessary additional copies of the
solicitation material and the annual report to shareholders, for beneficial
owners of shares held of record by brokers, dealers, banks and voting trustees
and their nominees and, upon request, the reasonable expenses of such
recordholders for completing the mailing of such material and report to such
beneficial owners.
Only shareholders of record of the Company's 816,000 shares of Common Stock
outstanding as of the close of business on October 12, 2001, will be entitled to
vote. Each share of Common Stock is entitled to one vote on any matter which
may properly come before the meeting. This proxy statement and the enclosed
form of proxy are being mailed to shareholders on or about October 26, 2001.
The 2001 annual report of the Company to its shareholders is being mailed to
shareholders with this proxy statement.
October 26, 2001.
1
ELECTION OF DIRECTORS AND VOTING
--------------------------------
The only proposal for the 2001 Annual Meeting is the election of four
directors to hold office until the 2003 Annual Meeting of Shareholders or until
a successor is duly elected and qualified. The following current directors have
been nominated: Richard R. Agee, Richard E. McFayden, Helen Ann McHugh and
Thomas W. Rasmussen. Detailed information on each nominee is provided in the
Current Directors and Nominees section.
As indicated in the proxy, where no direction is given, the proxies
solicited by the Board of Directors will be voted in favor of the election of
the nominees listed in this proxy statement. If any such nominees shall withdraw
or otherwise become unavailable, which is not expected, the proxies will be
voted for a substitute nominee who will be designated by the Board of Directors.
Shareholders who neither submit a proxy nor attend the meeting, along with
broker non-votes, will not be counted as either a vote for or against the
election of a director. Directors will be elected upon receiving a majority of
the votes cast in person or by proxy at the annual meeting, provided a quorum is
present.
Shareholders have cumulative voting rights. Each shareholder of record is
entitled to as many votes as the total number of shares of Common Stock held of
record by such shareholder multiplied by the number of directors to be elected
by the shareholders. These votes may be divided among the total number of
directors to be elected or distributed among any lesser number in such
proportion as the shareholder may desire. Unless otherwise instructed, the proxy
holders will vote the proxies received by them equally for each nominee shown in
this proxy statement, reserving the right, however, to cumulate their votes and
distribute them among the nominees in their discretion. By marking the
appropriate box on the form of proxy, a shareholder may withhold authority to
vote for all of the nominees listed below or, by inserting individual names in
the blank space provided, may withhold the authority to vote for any one or more
of such nominees. Neither shares nor proxies may be voted for a greater number
of persons than the number of nominees shown below.
INFORMATION ABOUT CURRENT DIRECTORS AND NOMINEES
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Four directors are to be elected at this Annual Meeting to hold office
until the 2003 Annual Meeting of Shareholders or until a successor is duly
elected and qualified. The Articles of Incorporation of the Company provide for
classification of directors into two classes to be elected in alternate years
for two-year terms. The Company's current Bylaws provide for seven directors,
with four to be elected in 2001 and three to be elected in 2002.
All of the nominees are presently directors of the Company and have been
previously elected by the shareholders.
Management recommends a vote FOR the election of the nominated directors.
The following table contains certain information with respect to the
persons currently serving as directors including those persons nominated for
election at the 2001 Annual Meeting of Shareholders:
2
Current Nominees: Year First
Became Term
Name and Principal Occupation Age Director Expires
----------------------------- --- -------- -------
RICHARD R. AGEE 49 1998 2001
Owner & General Manager,
Agee's Automotive Repair & Parking
Lincoln, Nebraska
RICHARD E. McFAYDEN 49 1984 2001
Partner, Perrigrine Partners, a Real
Estate Investment Partnership
Professor of Business and Associate Director of
Student Services, Buena Vista University
Omaha, Nebraska
HELEN ANN McHUGH 48 1997 2001
Account Executive, SFI, LLC
Santa Fe Springs, California
THOMAS W. RASMUSSEN 39 1997 2001
Fixed Operations Manager
Sill-TerHar Motors, Inc.
Denver, Colorado
Other Directors: Year First
Became Term
Name and Principal Occupation Age Director Expires
----------------------------- --- -------- -------
DONALD D. HEUPEL 54 1985 2002
President of the Company
Algona, Iowa
DANIEL H. MEGINNIS 41 2000 2002
Hollis Trucking Co.
Lincoln, Nebraska
T. WARREN THOMPSON 71 1969 2002
Secretary of the Company
Commercial Real Estate Broker
Wahoo, Nebraska
All directors and nominees for director have been in their respective
occupations for more than the past five years with two exceptions. Before
assuming his current position with Sill-TerHar Motors, Inc., a franchised Ford,
Mercury, Lincoln, Mazda, Volvo, Jaguar, Aston Martin dealer in November 2000,
Mr. Rasmussen worked for Piper Jaffray from 1992 to 1997, for Arcadia Financial,
Ltd. from 1997 to 1998, Jeff Sacks Automotive Management Group from 1998 to July
12, 1999 and MSX International from July 12, 1999 to October 25, 2000. In
November 1998, SFI, LLC acquired
3
Ms. McHugh's former employer, Caltar, Inc., and retained Ms. McHugh as Account
Executive. Ms. McHugh and Mr. Rasmussen are cousins and through marriage, Mr.
Thompson is the uncle of Mr. McFayden.
Board of Directors' Meetings
----------------------------
The Board of Directors generally meets once each quarter. The Board of
Directors held four regularly scheduled meetings during the fiscal year ended
July 31, 2001. In addition, the Board of Directors held three special meetings
via telephone conference throughout the year. No director attended less than 75%
of the meetings of the Board of Directors and the committees of which he or she
was a member.
Audit Committee Meetings
------------------------
The Audit Committee reviews the services provided by the Company's
independent auditors, consults with the independent auditors and reviews the
need for internal auditing procedures and the adequacy of internal controls. The
Board of Directors, with the exception of Donald D. Heupel, acts as the
Company's Audit Committee. The Company believes that the members of the Audit
Committee are independent within the meaning of the listing standards of the
National Association of Securities Dealers, the operators of The Nasdaq Stock
Market. The Company has designated Deloitte & Touche LLP as independent public
accountants to audit the Company's consolidated financial statements for the
fiscal year ended July 31, 2002. On November 28, 2000, the Board of Directors
adopted an Audit Committee Charter, and the written charter of the Audit
Committee is attached to this proxy statement as Annex I.
Audit Committee Report
----------------------
The following report was delivered to the Board of Directors of the Company
by the Audit Committee on July 26, 2001. The following report of the Audit
Committee shall not be deemed to be incorporated by reference in any previous or
future documents filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933 or the Securities Exchange Act of
1934, except to the extent that the Company specifically incorporates the report
by reference in any such document. As indicated above, Deloitte & Touche LLP has
been selected as the principal independent public accountants for the fiscal
year ended July 31, 2002.
The Audit Committee reviews the Company's financial reporting process on
behalf of the Board of Directors. Management has the primary responsibility for
the financial statements and the reporting process. The Company's independent
auditors are responsible for expressing an opinion on the conformity of the
audited consolidated financial statements to generally accepted accounting
principles. The committee reviewed and discussed with management the Company's
audited consolidated financial statements as of and for the year ended July 31,
2001. The committee has discussed with Deloitte & Touche LLP the matters
required to be discussed by Statement on Auditing Standards No. 61,
Communication with Audit committees, as amended, by the Auditing Standards Board
of the American Institute of Certified Public Accountants. The committee has
received and reviewed the written disclosures and the letter from Deloitte &
Touche LLP required by Independence Standard No. 1, Independence Discussions
with Audit Committees, as amended, by the Independence Standards Board, and has
discussed with the auditors the auditors' independence.
4
Based on the reviews and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the audited consolidated financial
statements referred to above be included in the Company's Annual Report on Form
10-K for the fiscal year ended July 31, 2001. The committee has also considered
whether the provision of services by Deloitte & Touche LLP not related to the
audit of the financial statements referred to above and to the reviews of the
interim financial statements included in the Company's Forms 10-Q for the
quarters ended October 31, 2000, January 31, 2001 and April 30, 2001 is
compatible with maintaining Deloitte & Touche LLP's independence.
The aggregate fees billed by the principal independent public accountants
(Deloitte & Touche LLP) to the Company for the fiscal year ended July 31, 2001
are as follows:
---------------------------------------------------------------
Annual Audit and Quarterly Reviews...... $55,640.00
All Other Fees: ........................ $36,467.00/(1)/
==========
TOTAL FEES:............................. $92,107.00
/(1)/ includes tax compliance and consulting, and acquisition
assistance.
---------------------------------------------------------------
Audit Committee
Richard R. Agee Daniel H. Meginnis
Richard E. McFayden Thomas W. Rasmussen
Helen Ann McHugh T. Warren Thompson
Other Committees
----------------
There is no standing compensation committee of the Board of Directors.
Pursuant to a resolution adopted at the Company's quarterly meeting held July
21, 1998, the Board of Directors established a standing nominating committee to
be elected from its members. The nominating committee consists of Mr. McFayden,
who is Chairman, Ms. McHugh and Mr. Rasmussen. Nominations for the 2001
election had to be received no earlier than February 1, 2001 and no later than
June 1, 2001. The nominating committee did not receive any nominee submissions
for the 2001 election. Nominations for election to the Board of Directors to be
considered at the 2002 Annual Meeting must be submitted in writing to the
committee no earlier than February 1, 2002 and no later than June 1, 2002.
At the Company's quarterly meeting held April 20, 1999, the Board of
Directors established a personnel committee to evaluate the organizational
structure and personnel needs of the Company's divisions and to recruit and hire
qualified individuals to complete the Company's management team. The Board of
Directors appointed Mr. Rasmussen, who is Chairman, Mr. Agee, Mr. McFayden and
Mr. Heupel to the personnel committee.
5
MANAGEMENT
----------
The Company's day to day affairs are managed by its executive officers
who are appointed for a one year term. Executive officers of the Company, and
other significant employees of the Company, are listed below:
Name and Age Current Position and Business History
--------------------------------------------------------------------------------
Donald D. Heupel (54).......... President of the Company for more than
the past five years.
T. Warren Thompson (71)........ Secretary of the Company for more than
the past five years; Treasurer of the
Company until October 31, 1995
Patrick Warner (50)............ Controller of the Company since
October 1999./(1)/
--------------------------------------------------------------------------------
/(1)/ Mr. Warner resigned from his position as Controller on August 24, 2001.
The Company hired Pat Warner as Controller of the Company upon the
resignation of Harold J. Pursley in October 1999. Prior to joining the Company,
Patrick Warner held the position of Controller at ATI Global Incorporated, now
known as Attachment Technologies Incorporated ("ATI"), for eleven years. ATI is
a manufacturing company which produces construction equipment attachments. Mr.
Warner received his bachelor's degree in accounting from Northwest Missouri
State and obtained an MBA from the University of Iowa.
COMPENSATION OF PRESIDENT AND DIRECTORS
---------------------------------------
The following table sets forth all compensation paid or payable by the
Company during the past fiscal year to the President of the Company, Mr. Donald
D. Heupel:
SUMMARY COMPENSATION TABLE
Annual Compensation
--------------------------------------------------------------------------------
Name and All Other
Principal Position Year/(1)/ Salary Compensation
--------------------------------------------------------------------------------
Donald D. Heupel, 2001 $66,229.93/(2)/ $21,745.93/(3)/
President of the Company
--------------------------------------------------------------------------------
(1) For fiscal year ended July 31, 2001.
(2) Mr. Donald Heupel was compensated in fiscal 2001 partly by fixed salary
and partly by commission expressed as a percentage of before-tax
profits. Mr. Heupel's fixed salary for fiscal 2001 was $51,855.11. His
commission percentage was one and one-half percent. The Board of
Directors has established a minimum monthly commission to be paid to Mr.
Heupel of $1,500. The total commission compensation paid to Mr. Heupel
for the fiscal year ended July 31, 2001 was $14,374.82.
(3) Mr. Heupel was paid $12,000 in director fees and received a bonus in the
amount of $6,400.95. The amount listed as other compensation also
includes an annual contribution of $2,464.98 made by the Company to Mr.
Heupel's 401(k) account and a value of $888.00 allocated to Mr. Heupel's
personal use of a Company automobile.
6
Until May 1, 1999, all directors of the Company were paid $1,500 per month.
The Board voluntarily reduced directors' fees from $1,500 to $1,000 per month at
its quarterly meeting held April 20, 1999 effective May 1, 1999. In addition,
Mr. Thompson was paid $4,300 during the last fiscal year for services rendered
in his capacity as Secretary of the Company. The Company adopted a 401(k) plan
(the "Plan") for its supervisory, clerical and sales employees, effective
January 1, 1997. Mr. Heupel currently participates in the Plan.
OWNERSHIP OF VOTING SECURITIES
BY DIRECTORS AND NOMINEES
-------------------------
The following table sets forth the share ownership for each of the
directors and nominees for director as of October 12, 2001:
Name and Address Amount and
Of Nature of Beneficial Percent
Title of Class Beneficial Owner Ownership Of Class
-------------- ---------------- --------- --------
Common Stock Richard R. Agee 300 0.04%
5300 Bridle Lane
Lincoln, NE 68516
Common Stock Donald D. Heupel 1,500/(1)/ 0.18%
219 South Avenue
Algona, IA 50511
Common Stock Richard E. McFayden 20,690 2.53%
672 Fairwood Lane
Omaha, NE 68132
Common Stock Helen Ann McHugh 2,555 0.31%
546 N. Marengo Ave.
Pasadena, CA 91101
Common Stock Daniel H. Meginnis 1,720 0.21%
1000 Rockhurst Drive
Lincoln, NE 68510
Common Stock Thomas W. Rasmussen 84,136/(2)/ 10.31%/(3)/
P.O. Box 61428
Denver, CO 80206
Common Stock T. Warren Thompson 2,600/(4)/ 0.32%
1600 N. Chestnut
Wahoo, NE 68066
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(1) Includes 1,500 shares owned by him and his wife as joint tenants with
respect to which Mr. Heupel may be regarded as having shared voting power
and shared investment power.
(2) According to a Schedule 13D Amendment filed with the SEC on September 6,
2001, Mr. Rasmussen disclosed that he had sole voting power and sole
dispositive power over 26,700 shares which includes 13,400 shares held by
him directly and 13,300 shares held by him as Trustee of the Teresa Ann
Kell Trust dated January 1, 2001. Mr. Rasmussen's Schedule 13D Amendment
also discloses that he has shared voting power over 57,436 shares held by
his mother Patricia Ann Rasmussen. In the Schedule 13D Amendment, Mr.
Rasmussen disclaimed beneficial ownership of any securities held by or for
the benefit of his mother or his sister.
(3) This 10.31% includes the 7.03% owned by Patricia Ann Rasmussen. See note 2
above for further discussion.
(4) Includes 2400 shares owned by Mr. Thompson's daughter, Katharyn Mary
Thompson Wyckoff, to which Mr. Thompson may be regarded as having shared
voting and investment power.
7
In addition to the shared voting power and shared investment power
indicated in the above footnotes, spouses of the persons listed may be regarded
as having beneficial ownership and shared voting power and shared investment
power with respect to the shares shown.
The following table sets forth certain information as to the shares of
Common Stock beneficially owned by all officers and directors of the Company as
a group as of October 12, 2001:
Amount and Nature of
Title of Class Beneficial Ownership Percent of Class
-------------- -------------------- ----------------
Common Stock 113,501/(1)/ 13.91%
--------------------------------------------------------------------------------
/(1)/ Includes 61,336 shares with respect to which members of the group may be
regarded as having shared voting power and/or shared investment power.
CERTAIN TRANSACTIONS
--------------------
Due to growth in its distribution operations, the Board authorized the
organization of Universal Distribution LLC to effect the separation of the
manufacturing and distribution operations of the Company. On June 17, 1999, the
Company filed Articles of Organization for "Universal Distribution LLC" and the
Nebraska Secretary of State's Office issued a Certificate of Organization. The
Company owns a ninety-nine percent (99%) membership interest in Universal
Distribution LLC and Mr. Heupel owns the remaining one percent (1%) membership
interest. The Company is also the manager of Universal Distribution LLC. Profits
and losses from Universal Distribution LLC are allocated to the members based on
their capital accounts and thus, the Company will receive ninety-nine percent
(99%) and Mr. Heupel will receive one percent (1%) of the profits and losses.
INDEBTEDNESS OF MANAGEMENT
--------------------------
In July 1999, the Company loaned Mr. Heupel the principal sum of Twenty
Seven Thousand Ninety-Five and 66/100 Dollars ($27,095.66) pursuant to a Loan
Agreement and Promissory Note. The loan enabled Mr. Heupel to satisfy the
supplemental capital call made by the Company as the controlling member of
Universal Distribution LLC. The Promissory Note is payable in five equal annual
installments and the unpaid principal balance accrues interest until maturity at
an annual rate of 5.82%. Thereafter, the unpaid principal and interest due on
the Promissory Note will bear interest until paid at the rate of 8% per annum.
The Loan Agreement further obligates the Company to loan Mr. Heupel additional
funds to satisfy future capital calls on substantially the same terms and
conditions as the July 31, 1999 Promissory Note.
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 reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "SEC"). Officers, directors and greater than ten-percent beneficial owners
are required by SEC regulations to furnish the Company with copies of all
Section 16(a) forms they file.
8
Based solely on review of the copies of such forms furnished to the
Company, or written representations that no Forms 5 were required, the Company
believes that during the last fiscal year its officers, directors and greater
than ten-percent beneficial owners complied with applicable Section 16(a) filing
requirements.
PRINCIPAL HOLDERS OF VOTING SECURITIES
--------------------------------------
The following table sets forth the names and certain information with
respect to each person who, as of October 12, 2001, was known by the Company to
be the beneficial or record owner of more than five percent (5%) of the
Company's Common Stock:
Name and Address Amount and Nature Percent
Of of Beneficial Of
Title of Class Beneficial Owner Ownership Class
-------------- ---------------- --------- -----
Common Stock Eloise Rogers Agee 75,592/(1)/ 9.26%
2541 Woodleigh Lane
Lincoln, NE 68502
Common Stock Cede & Co. 608,345/(2)/ 74.55%
Box 20
Bowling Green Station
New York, NY 10004
Common Stock Mary McFayden Donahue 46,258 5.67%
1301 South 80th Street
Omaha, NE 68124
Common Stock Patricia Ann Rasmussen 57,436/(3)/ 7.03%
93 Palma Drive
Rancho Mirage, CA 92270
Common Stock Thomas Rasmussen 84,136/(4)/ 10.31%/(5)/
P.O. Box 61428
Denver, Colorado 80206
--------------------------------------------------------------------------------
(1) Includes four shares owned by her husband, Richard W. Agee, with respect
to which Mrs. Agee may be regarded as having shared voting power and shared
investment power.
(2) The Company's stock transfer records reflect that these shares are held in
nominee name. The Company believes these shares are beneficially owned by
more than one beneficial owner.
(3) According to a Schedule 13D amendment filed with the SEC on September 6,
2001, Mrs. Rasmussen disclosed that with respect to these 57,436 shares she
has shared voting power with her son, Thomas W. Rasmussen and shared
dispositive power with her daughter.
(4) According to a Schedule 13D Amendment filed with the SEC on September 6,
2001, Mr. Rasmussen disclosed that he had sole voting power and sole
dispositive power over 26,700 shares which includes 13,400 shares held by
him directly and 13,300 shares held by him as Trustee of the Teresa Ann
Kell Trust dated January 1, 2001. Mr. Rasmussen's Schedule 13D Amendment
also discloses that he has shared voting power over 57,436 shares held by
his mother Patricia Ann Rasmussen. In the Schedule 13D Amendment, Mr.
Rasmussen disclaimed beneficial ownership of any securities held by or for
the benefit of his mother or his sister.
(5) This 10.31% includes the 7.03% owned by Patricia Ann Rasmussen. See note 4
above for further discussion.
In addition to the persons listed above, any spouses of the persons listed
may be regarded as having beneficial ownership and shared voting power and
shared investment power with respect to the shares shown.
9
FINANCIAL STATEMENTS
--------------------
The Company's annual report for the fiscal year ended July 31, 2001,
including financial statements, has accompanied or preceded the mailing of this
proxy statement.
The Company will provide without charge to each shareholder solicited a
copy of its Annual Report to the Securities and Exchange Commission on Form 10-
KSB, including the financial statements and the schedules thereto, for the
fiscal year ended July 31, 2001. A written request for such report should be
directed to Donald D. Heupel, President, Universal Mfg. Co., 405 Diagonal
Street, Algona, Iowa 50511.
AUDIT MATTERS
-------------
The Board of Directors of the Company at its meeting of July 26, 2001,
selected the accounting firm of Deloitte & Touche LLP, independent certified
public accountants, to conduct the audit examination of the Company and its
subsidiary for the fiscal year ending July 31, 2002, and to prepare the
Company's corporate income tax returns for the same fiscal year.
Representatives of the firm of Deloitte & Touche LLP are expected to be
present at the Annual Meeting of Shareholders. Such representations will have
the opportunity to make a statement if they desire to do so and are expected to
be available to respond to appropriate questions from shareholders.
SHAREHOLDERS' PROPOSALS
-----------------------
In order for any proposal of shareholders to be presented as an item of
business at the 2002 Annual Meeting of Shareholders of the Company, the proposal
must be received at the Company's principal executive offices no later than May
28, 2002.
OTHER MATTERS
-------------
The Board of Directors knows of no other matter to be acted upon at the
meeting. However, if any other matter is lawfully brought before the meeting,
the shares covered by the proxy in the accompanying form will be voted on such
matter in accordance with the best judgment of the persons acting under such
proxy.
By Order of the Board of Directors
Donald D. Heupel
President
October 26, 2001
TO BE CERTAIN THAT YOUR SHARE WILL BE REPRESENTED AT THE 2001 ANNUAL MEETING OF
STOCKHOLDERS, WE URGE YOU TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD
PROMPTLY, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON.
10
ANNEX 1
Audit Committee Charter for Universal Mfg. Co.
This Audit Committee Charter (Charter) has been adopted by the Board of
Directors (the Board) of Universal Mfg. Co. (the Company). The Audit Committee
of the Board (the Committee) shall review and reassess this charter annually and
recommend any proposed changes to the Board for approval.
Role and Independence: Organization
The Committee assists the Board in fulfilling its responsibility for oversight
of the quality and integrity of the accounting, auditing, internal control and
financial reporting practices of the Company. It may also have such other duties
as may from time to time be assigned to it by the Board. The membership of the
Committee shall consist of at least three directors, who are each free of any
relationship that, in the opinion of the Board, may interfere with such member's
individual exercise of independent judgment. Each Committee member shall also
meet the independence and financial literacy requirements for serving on audit
committees, and at least one member shall have accounting or related financial
management expertise, all as set forth in the applicable rules of the [select as
appropriate: New York Stock Exchange/Nasdaq/American Stock Exchange]. The
Committee shall maintain free and open communication with the independent
auditors, the internal auditors and Company management. In discharging its
oversight role, the Committee is empowered to investigate any matter relating to
the Company's accounting, auditing, internal control or financial reporting
practices brought to its attention, with full access to all Company books,
records, facilities and personnel. The Committee may retain outside counsel,
auditors or other advisors.
One member of the Committee shall be appointed as chair. The chair shall be
responsible for leadership of the Committee, including scheduling and presiding
over meetings, preparing agendas, and making regular reports to the Board. The
chair will also maintain regular liaison with the CEO, CFO, the lead independent
audit partner and the director of internal audit.
The Committee shall meet at least four times a year, or more frequently as the
Committee considers necessary. At least once each year the Committee shall have
separate private meetings with the independent auditors, management and the
internal auditors.
Responsibilities
Although the Committee may wish to consider other duties from time to time, the
general recurring activities of the Committee in carrying out its oversight role
are described below. The Committee shall be responsible for:
. Recommending to the Board the independent auditors to be retained (or
nominated for shareholder approval) to audit the financial statements of the
Company. Such auditors are ultimately accountable to the Board and the
Committee, as representatives of the shareholders.
. Evaluating, together with the Board and management, the performance of the
independent auditors and, where appropriate, replacing such auditors.
. Obtaining annually from the independent auditors a formal written statement
describing all relationships between the auditors and the Company, consistent
with Independence Standards Board Standard Number 1. The Committee shall
actively engage in a dialogue with the independent auditors with respect to
any relationships that may impact the objectivity and independence of the
auditors and shall take, or recommend that the Board take, appropriate
actions to oversee and satisfy itself as to the auditors' independence.
. Reviewing the audited financial statements and discussing them with
management and the independent auditors. These discussions shall include the
matters required to be discussed under Statement of Auditing Standards No. 61
and consideration of the quality of the Company's accounting principles as
applied in its financial reporting, including a review of particularly
sensitive accounting estimates, reserves and accruals, judgmental areas,
audit adjustments (whether or not recorded), and other such inquiries as the
Committee or the independent auditors shall deem appropriate. Based on such
review, the Committee shall make its recommendation to the Board as to the
inclusion of the Company's audited financial statements in the Company's
Annual Report on Form 10-K [or 10-KSB (or the Annual Report to Shareholders,
if distributed prior to the filing of the Form 10-K)].
. Issuing annually a report to be included in the Company's proxy statement as
required by the rules of the Securities and Exchange Commission. Overseeing
the relationship with the independent auditors, including discussing with the
auditors the nature and rigor of the audit process, receiving and reviewing
audit reports, and providing the auditors full access to the Committee (and
the Board) to report on any and all appropriate matters.
. Discussing with a representative of management and the independent auditors:
(1) the interim financial information contained in the Company's Quarterly
Report on Form 10-Q [or 10-QSB] prior to its filing, (2) the earnings
announcement prior to its release (if practicable), and (3) the results of
the review of such information by the independent auditors. (These
discussions may be held with the Committee as a whole or with the Committee
chair in person or by telephone.)
. Overseeing internal audit activities, including discussing with management
and the internal auditors the internal audit function's organization,
objectivity, responsibilities, plans, results, budget and staffing.
. Discussing with management, the internal auditors and the independent
auditors the quality and adequacy of and compliance with the Company's
internal controls.
. Discussing with management and/or the Company's general counsel any legal
matters (including the status of pending litigation) that may have a material
impact on the Company's financial statements, and any material reports or
inquiries from regulatory or governmental agencies.
The Committee's job is one of oversight. Management is responsible for the
preparation of the Company's financial statements and the independent auditors
are responsible for auditing those financial statements. The Committee and the
Board recognize that management (including the internal audit staff) and the
independent auditors have more resources and time, and more detailed knowledge
and information regarding the Company's accounting, auditing, internal control
and financial reporting practices than the Committee does; accordingly the
Committee's oversight role does not provide any expert or special assurance as
to the financial statements and other financial information provided by the
Company to its shareholders and others.
Additional Functions Frequently Assigned to Audit Committees
1. Reviewing the annual management letter (with the independent auditors).
2. Reviewing and approving audit fees.
3. Reviewing management "conflict of interest" transactions.
4. Reviewing alleged fraudulent actions or violations of law reported by
internal compliance programs or, under the terms of the Private Securities
Litigation Reform Act of 1995, by the independent auditors.
5. Reviewing codes of ethics and/or codes of conduct.
6. Reviewing compliance with codes of ethics and/or codes of conduct and the
procedures to monitor such compliance.
7. Reviewing the performance of the chief financial officer, chief accounting
officer, and director of internal audit.
8. Reviewing financial press releases.
9. Reviewing policies and procedures with respect to expense accounts of
senior management.
10. Reviewing and concurring in the appointment, replacement, reassignment or
dismissal of the director of internal audit. Confirming and assuring the
objectivity of internal audit.
11. Reviewing the internal audit charter.
12. Self-assessing audit committee performance.
Universal Mfg. Co.
Proxy for Annual Meeting of Shareholders on December 4, 2001
The undersigned hereby constitutes and appoints T. Warren Thompson and Daniel H.
Meginnis, or either of them, or any substitute appointed by either of them, the
undersigned's agents, attorneys and proxies to vote the number of shares the
undersigned would be entitled to vote if personally present at the Annual
Meeting of Shareholders of UNIVERSAL MFG. CO. (the "Company") to be held at
Universal Mfg. Co., 10000 "J" Street, Omaha, Nebraska, on the 4th day of
December, 2001, at 9:30 a.m., or at any adjournment thereof.
(1) Election of Directors
[_] FOR the following nominees, for the terms of office designated in
the Company's Proxy Statement, except those listed in the blank
space below: Richard R. Agee, Richard E. McFayden, Helen Ann
McHugh and Thomas W. Rasmussen
_________________________________________________________________
[_] WITHHOLD authority to vote for the above-listed nominees.
INSTRUCTIONS: To withhold authority to vote for any specific
nominee or nominees, the name of such nominee or nominees for
whom authority is to be withheld should be printed on the blank
line provided above. To withhold authority to vote for all of the
above-listed nominees, the box next to the word "WITHHOLD" should
be marked.
(2) In their discretion on any other matters that may properly come before the
meeting or any adjournment thereof.
This Proxy is solicited on behalf of the Board of Directors and will be voted as
directed. If no direction is indicated with respect to proposal (1), it will be
voted FOR such proposal.
DATED: ___________________, 2001.
Universal Mfg. Co.
Proxy for Annual Meeting of Shareholders on December 4, 2001
The undersigned hereby constitutes and appoints T. Warren Thompson and Daniel H.
Meginnis, or either of them, or any substitute appointed by either of them, the
undersigned's agents, attorneys and proxies to vote the number of shares the
undersigned would be entitled to vote if personally present at the Annual
Meeting of Shareholders of UNIVERSAL MFG. CO. (the "Company") to be held at
Universal Mfg. Co., 10000 "J" Street, Omaha, Nebraska, on the 4th day of
December, 2001, at 9:30 a.m., or at any adjournment thereof.
(1) Election of Directors
[_] FOR the following nominees, for the terms of office designated in
the Company's Proxy Statement, except those listed in the blank
space below: Richard R. Agee, Richard E. McFayden, Helen Ann
McHugh and Thomas W. Rasmussen
_________________________________________________________________
[_] WITHHOLD authority to vote for the above-listed nominees.
INSTRUCTIONS: To withhold authority to vote for any specific
nominee or nominees, the name of such nominee or nominees for
whom authority is to be withheld should be printed on the blank
line provided above. To withhold authority to vote for all of the
above-listed nominees, the box next to the word "WITHHOLD" should
be marked.
(2) In their discretion on any other matters that may properly come before the
meeting or any adjournment thereof.
This Proxy is solicited on behalf of the Board of Directors and will be voted as
directed. If no direction is indicated with respect to proposal (1), it will be
voted FOR such proposal.
DATED: ___________________, 2001.
________________________________
Signature
________________________________
Signature
(When signing as attorney,
executor, administrator,
trustee, guardian or
conservator, or officer of a
corporation, give full title.
All joint tenants must sign.)
________________________________
Signature
________________________________
Signature
(When signing as attorney,
executor, administrator,
trustee, guardian or
conservator, or officer of a
corporation, give full title.
All joint tenants must sign.)