1
SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[ ] Preliminary information statement [ ] Confidential, for use by the
Commission Only (as permitted
by Rule 14c-5(d)(2))
[X] Definitive information statement
RVM INDUSTRIES, INC.
(Name of Registrant as Specified in Charter)
RVM INDUSTRIES, INC.
753 WEST WATERLOO ROAD, AKRON, OHIO 44314-1519;(330) 753-4545
Payment of filing fee (check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and
0-11
[ ] 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.
2
RVM INDUSTRIES, INC.
753 WEST WATERLOO ROAD
AKRON, OH 44314-1519
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 13, 2000
TO THE SHAREHOLDERS OF RVM INDUSTRIES, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of RVM
Industries, Inc. (the "Company") for the fiscal year ended March 31, 2000 will
be held at the RVM Industries, Inc. Corporate Offices, 753 W. Waterloo Road,
Akron, Ohio on September 13, 2000 at 9:00 a.m., Eastern Standard Time, for the
following purposes:
1. To elect two (2) individuals as directors of the Company for a
term of three (3) years.
2. To transact such other business as may properly come before
the Annual Meeting and any adjournments thereof.
The directors have set the close of business on August 7, 2000 as the record
date for the Annual Meeting. Shareholders of record at the close of business on
the record date have the right to receive notice of and to vote at the Annual
Meeting and any adjournments thereof. Management of the Company is not
soliciting proxies in connection with the Annual Meeting, and shareholders are
requested NOT to send proxies to the Company.
Nicholas T. George
Secretary
Akron, Ohio
August 14, 2000
3
RVM INDUSTRIES, INC.
INFORMATION STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD SEPTEMBER 13, 2000
GENERAL INFORMATION
This Information Statement is being furnished to shareholders of RVM Industries,
Inc., a Delaware corporation (the "Company" or "RVM"), on or about August 14,
2000, in connection with the Annual Meeting of Shareholders of the Company, to
be held at the RVM Industries, Inc. Corporate Offices, 753 W. Waterloo Road,
Akron, Ohio at 9:00 a.m., Eastern Standard Time, on September 13, 2000 and at
any adjournment thereof (the "Meeting"). The Company's principal executive
offices are located at 753 W. Waterloo Road, Akron, Ohio 44314-1519; telephone
(330) 753-4545.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU
ARE REQUESTED NOT TO SEND US A PROXY
VOTING SECURITIES AND RECORD DATE
Only shareholders of record at the close of business on August 7, 2000 (the
"Record Date") have the right to receive notice of and to vote at the Meeting
and any adjournment thereof. As of the Record Date, 1,937,505 shares of the
Company's $.01 par value common stock (the "Common Stock") were issued and
outstanding. There were no shares of preferred stock of the Company issued and
outstanding as of the Record Date, and there are presently no such shares issued
and outstanding. Each shareholder of record is entitled to one vote for each
share held.
Under Delaware law and the Company's Certificate of Incorporation and By-Laws,
if a quorum is present at the Meeting, the two nominees for election as director
who receive the greatest number of votes cast for the election of directors at
the Meeting by the shares present and entitled to vote will be elected as
directors. The election of two directors is the subject of Proposal No. 1, which
is presented below. An abstention from voting any share with respect to the
election of any nominee for director will have the practical effect of a vote
against any nominee. A broker non-vote with respect to any share will not affect
the election of any director, since the share is not considered present for
voting purposes. However, Jacob Pollock can ensure the election of each or both
the nominees for director by voting his shares in favor of such nominee. (See
"Vote of Principal Shareholder," below). One-third of the outstanding shares of
the Common Stock is required to be present in person or by proxy at the Meeting
to constitute a quorum for the transaction of business.
4
VOTE OF PRINCIPAL SHAREHOLDER
Jacob Pollock, Chairman of the Board and Chief Executive Officer, who owns
86.10% of the Common Stock, has advised the Company that he intends to vote his
shares for the election of the nominee for director (Proposal No. 1). Thus, the
required vote is assured, and it is expected that each nominee will receive the
necessary votes for election.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Each owner of record or holder, to the knowledge of RVM as of August 7, 2000, of
more than 5% of RVM's Common Stock is set forth in the following table:
Title of Name and Address of Amount and Nature of Percent of
Class Beneficial Owner Beneficial Ownership Class
- ------------------------- ----------------------- ------------------------ ----------
Common Stock Jacob Pollock 1,668,119 (1)(2) 86.10%
753 W. Waterloo Road
Akron, Ohio 44314
Richard D. Pollock 120,270 (3)(2) 6.21
753 W. Waterloo Road
Akron, Ohio 44314
The following table shows the ownership of RVM's Common Stock beneficially owned
directly or indirectly by each director, and by all directors and officers of
RVM as a group, as of August 7, 2000:
Title of Name and Address of Amount and Nature of Percent of
Class Beneficial Owner Beneficial Ownership Class
- ------------------------- ----------------------- ------------------------ ----------
Common Stock Jacob Pollock 1,668,119 (1)(2) 86.10%
Nicholas T. George 57,940 (3)(4) 2.99
C. Stephen Clegg 250 0.01
Richard D. Pollock 120,270 (3)(2) 6.21
All directors and officers
as a group (6 persons) 1,749,904 90.32
(1) Jacob Pollock has sole voting and investment power with respect to
1,629,384 shares.
(2) 38,735 shares are held by the Pollock Family Foundation. Jacob Pollock,
Gertrude Pollock, Richard Pollock and Bruce Pollock, as trustees,
equally share voting and investment power with respect to the shares.
2
5
(3) 57,690 shares are held in an irrevocable trust for the benefit of
Richard Pollock's children. Richard Pollock and Nicholas T. George, as
co-trustees, equally share voting and investment power with respect to
these shares. 19,230 shares listed for Richard Pollock are owned by his
spouse; Mr. Pollock disclaims beneficial ownership of these shares. The
remaining 4,615 shares are owned directly by Mr. Pollock.
(4) Nicholas George has sole voting and investment power with respect to
250 shares.
No preferred stock is currently outstanding.
PROPOSAL NO. 1
ELECTION OF A DIRECTOR
Two (2) current directors, whose terms are expiring, are proposed for
re-election at the Meeting to serve for a term of three (3) years; provided,
however, that he would continue to serve thereafter until his successor were
elected and qualified.
The following information is furnished with respect to the two current directors
who have been nominated for re-election as directors of the Company and have
agreed to serve a three-year term if re-elected:
PRINCIPAL OCCUPATION; BUSINESS
NAME AGE DIRECTOR SINCE EXPERIENCE & OTHER DIRECTORSHIPS
Louis N. Strike 54 September 9, 1998 Managing Director and Partner of
(Term expires in Ballenger, Strike and Associates
2003) LLP, management consultants, from
January 1996 to present; President,
CEO, and Chairman of Modern Fold,
Inc., a leading manufacturer of
moving walls principally for hotels,
schools, churches, and commercial
office buildings from February 1998
to present; President of CINPAC,
Inc., a food processing and
packaging contractor, from April
1992 to December 1995.
Nicholas T. George 56 May 3, 1991 Attorney; Secretary of the Company
(Term expires in since May 1991; President of the law
2003) firm of Nicholas T. George &
Associates from 1979 to 1997; joined
the law firm of Buckingham,
Doolittle & Burroughs as a partner
in 1997 and was elected President on
February 1, 2000.
3
6
Each of the following individuals is a member of the Board of Directors, whose
present term of office will continue beyond the Meeting for the period
indicated:
PRINCIPAL OCCUPATION; BUSINESS
NAME AGE DIRECTOR SINCE EXPERIENCE & OTHER DIRECTORSHIPS
Jacob Pollock 76 May 3, 1991 Chairman of the Board of Directors,
(Term expires in Chief Executive Officer, and
2002) Treasurer since May 3, 1991, the
date he acquired controlling
interest in the Company; Chairman of
the Board and President of J.
Pollock & Company, a company
principally engaged in the sale of
aluminum, private investment, and
consulting, since April 1989; chief
Executive officer of Barmet Aluminum
Corporation, an aluminum company,
from 1949-1989; Director of Mid-West
Spring Manufacturing Company, Inc.,
Diamond Home Services, Inc. and
several nonpublic companies.
C. Stephen Clegg 50 May 3, 1991 Chairman of the Board of Directors
(Term expires in and Chief Executive Officer of
2001) Diamond Home Services, Inc., a
marketer and contractor of installed
home improvement products, since
February 1996; Chairman of the Board
of Directors of Mid-West Spring
Manufacturing Company, Inc., a
manufacturer of specialty springs,
and Globe Building Materials, Inc.,
a manufacturer of home building
products, for more than five years;
and Director of Birmingham Steel
Corporation.
Richard D. Pollock 44 May 3, 1991 President of the Company since March
(Term expires in 31, 1997; President of Albex since
2001) May 1991; Vice President of J.
Pollock & Company since February
1990; and prior to joining J.
Pollock & Company, Vice President
and then President of Barmet
Aluminum Corporation for more than
five years. Richard Pollock is the
son of Jacob Pollock.
4
7
BOARD OF DIRECTORS
During the fiscal year ended March 31, 2000, the Company's Board of Directors
held four regular meetings. Each director attended all meetings of the Board
except Mr. Stephen Clegg who attended one meeting. Each director attended all
committees on which he served during the fiscal year.
The Company has a standing Audit Committee of the Board of Directors, currently
composed of Richard D. Pollock, Chairman, Nicholas T. George and Louis N.
Strike. Functions of the Audit Committee include recommending the independent
public accountants to be engaged by the Company, approving the scope of the
audit performed by the independent public accountants, reviewing with the
independent public accountants the financial statements and their accompanying
report, and reviewing the Company's system of internal controls. The Audit
Committee held one meeting during the fiscal year ended March 31, 2000.
The Board of Directors does not have a standing Nominating Committee. The
functions of a nominating committee are performed by the Board of Directors as a
whole.
The Company's Board of Directors has a standing Compensation Committee composed
of Jacob Pollock, Chairman, and C. Stephen Clegg. The Compensation Committee did
not meet during the fiscal year ended March 31, 2000.
The Board's Pension Committee is currently composed of Jacob Pollock, Chairman,
and Nicholas T. George. Functions of this committee include administration of
the plans and recommending amounts of contributions by the Company to the plans.
The Committee did not meet during the fiscal year ended March 31, 2000.
The Stock Option Committee consists of Jacob Pollock, Chairman, and Richard D.
Pollock. The Stock Option Committee is responsible for administering the RVM
Industries, Inc. Stock Option Plan. The Committee met twice during the fiscal
year ended March 31, 2000.
EXECUTIVE OFFICERS
Lowell P. Morgan was previously employed by the Company from 1959 to 1983,
during which time he served many years as an officer and director. After leaving
the Company in 1983, he served as Product Manager for East Manufacturing
Corporation from 1983 to 1990 and Vice President of Travis Body and Trailer,
Inc. from 1990 to 1991. These former employers manufactured truck trailers. He
rejoined the Company as President of Ravens, Inc. on July 1, 1991 and served in
that capacity until October 1, 1999, on which date he was named Assistant to the
Chairman of the Company.
W. Patrick Warmington has served as President of Ravens since October 1, 1999,
and as Executive Vice President of RVM since August 1998. He was employed by
Kaiser Aluminum and Chemical from June 1990 to February 1998, as the Divisional
Vice President of the Distribution/OEM Extrusions Engineering Products Division
from November 1996 to February 1998 and as General Manager Canadian Operations
Extruded Product Division from October 1994 to November 1996.
5
8
James R. McCourt has served as Vice President of Finance and Chief Financial
Officer of RVM Industries since June 28, 1999. He provided general and financial
management consulting from May 1998 to June 1999 to a variety of manufacturing
companies. He served as General Manager of the Enco Division of MSC Industrial
Supply, Inc. from December 1996 to May 1998 and as President of Allen Medical
Systems, Inc. from May 1991 to December 1996. He has another twenty years of
financial management experience and has a MBA and CPA.
Officers serve at the pleasure of the Board of Directors without specific terms
of office. All other executive officers are directors; information concerning
these persons appears above under the caption "Proposal No. 1, Election of
Directors."
6
9
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely upon a review of copies of Forms 3, 4 and 5 furnished to RVM during
or with respect to the fiscal year ended March 31, 2000, RVM is not aware of any
person subject to Section 16 of the Securities Exchange Act of 1934 with respect
to RVM that failed to file on a timely basis reports required by Section 16(a)
during the most recent fiscal year or prior fiscal years.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table discloses compensation in excess of $100,000 awarded to,
earned by or paid to any executive officer:
Name and Principal Fiscal All Other
Position Year Salary Bonus Compensation (1)
- --------------------------- ------ -------- ------- ----------------
Jacob Pollock (2) 2000 $129,808 $ 0 $ 0
Chief Executive Officer 1999 $125,000 0 0
1998 $127,600 0 0
Richard D. Pollock (2) 2000 203,776 0 5,011
President 1999 187,748 0 3,857
1998 183,700 0 5,511
Lowell P. Morgan 2000 93,461 21,010 3,423
Assistant to Chairman 1999 90,848 20,732 1,511
1998 82,944 21,580 1,045
W. Patrick Warmington 2000 128,071 10,400 3,853
President, Ravens, Inc.
(1) Amount contributed to the named person's 401(k) plan account.
(2) Jacob Pollock and Richard D. Pollock did not receive any cash or noncash
compensation from the Company until January 1, 1998. The Company paid $0, $0,
and $330,000 in 2000, 1999, and 1998, respectively, to J. Pollock & Company for
general management services. The Company paid the compensation disclosed from
January 1, 1998 to March 31, 1998, and by J. Pollock & Company from April 1,
1997 to December 31, 1997.
In 1993, RVM adopted a Stock Option Plan, which provides for the granting of
options to acquire up to 50,000 shares of its common stock. The Plan authorizes
the granting of incentive stock options to employees of the Company and
nonqualified stock options to employees, officers and directors, whether or not
on the Company's payroll or otherwise paid for services. The Plan provides that
the option price shall not be less than 100% (110% in the case of a person
owning more than 10% of the Company's stock) of the current market price of the
stock on the date of the grant and that the term of the option shall be fixed at
the date of the grant. The Plan terminates on July 7, 2003.
7
10
Directors of RVM are paid $1,000 for Board of Directors meetings, which they
attend. Additional compensation is not paid for committee meetings. In 1998, Mr.
Clegg and Mr. George were each granted options to purchase 1,000 shares of
common stock. The options have an exercise price of $12.00 per share and expire
on March 27, 2003.
OPTION GRANTS IN LAST FISCAL YEAR
The Company did not grant options in 2000.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option Values
- --------------------------------------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options at
Options at March 31, 2000 (#) March 31, 2000 ($)
----------------------------- ----------------------------
Shares
Acquired on Value
Name Exercise (#) Realized Exercisable Unexercisable Exercisable Unexercisable
- --------------------------------------------------------------------------------------------------------------
Jacob Pollock 4,000 0 $0 $0
Richard D. Pollock 4,625 0 0 0
Lowell P. Morgan 4,700 0 0 0
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of RVM's Board of Directors consists of Jacob
Pollock, Chief Executive Officer, and C. Stephen Clegg. Mr. Pollock is a
Director and Mr. Clegg is Chairman of the Board of Directors of Mid-West Spring
Manufacturing Company, Inc. and Diamond Home Services, Inc., public companies,
and Globe Building Products, Inc., a nonpublic company. Mr. Pollock is a member
of the Compensation and Benefits Committee of the Board of Directors of Mid-West
Spring Manufacturing Company, Inc.
REPORT OF COMPENSATION COMMITTEE
The Committee has not formulated policies for compensation to Mr. Pollock or
other executive officers, that relate compensation to corporate performance. The
compensation of each executive officer is determined by negotiation between the
executive officer and Mr. Pollock subject to the approval of the Committee and
the Board of Directors.
By: Jacob Pollock, Chairman
C. Stephen Clegg
8
11
PERFORMANCE GRAPH
The following line graph shows a comparison of cumulative total returns,
assuming reinvestment of dividends, for a hypothetical investment of $100 made
on March 31, 1995, in the common stock of RVM, the NASDAQ Composite Index, and
an index of peer companies "peer group" selected by RVM. The peer group consists
of the following companies: Dorsey Trailers, Inc., Featherlite Mfg., Inc.,
Miller Industries, Inc./TN, Wabash National Corp., Supreme Industries, Inc.,
Easco, Inc., International Aluminum Corporation, and Tredegar Industries, Inc.
RVM believes that the large returns in 1998 and 1997 are due to J.C. Bradford &
Co. making a market in RVM's common stock beginning in the first quarter of 1997
and Herzeg Heine Geduld making a market beginning in the fourth quarter of 1998.
In addition, the Company retained investor relation's consultants in January
1998. Prior to May 1996, RVM's common stock did not actively trade, but a market
maker quoted bid prices and traded shares infrequently. The decrease in 1999 may
be attributed to lower profits and the low volume of trades.
NASDAQ
RVM Composite Peer
Industries, Inc. Index Group
---------------- --------- ------
3/31/95 100.00 100.00 100.00
3/31/96 75.00 135.80 91.50
3/31/97 550.00 150.96 119.97
3/31/98 1,199.99 228.88 163.63
3/31/99 440.82 309.19 138.66
3/31/00 465.31 574.05 124.26
9
12
[GRAPH]
10
13
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
J. Pollock & Company, wholly owned by Jacob Pollock and dissolved on March 15,
2000, purchases materials and provides or contracts for certain administrative
services for the Company and charges the Company at its cost. Such transactions
totaled $343,420 in 2000. J. Pollock & Company provided management services to
the Company under agreements, which terminated on December 31, 1997. The Company
paid $-0- in 2000 for these services. $-0- was owed at March 31, 2000.
The Company leases office and manufacturing space from a corporation in which
Richard Pollock and Bruce Pollock are shareholders. The lease for five years was
extended one year expiring December 31, 2000 at a monthly base rent of $9,300
with annual increases determined by the change in the Consumer Price Index, plus
the Company's share of utilities, real estate taxes, insurance, and property
maintenance. The Company paid approximately $129,000 in 2000. Richard Pollock
and Bruce Pollock are sons of Jacob Pollock.
Since September 1, 1997, the Company has leased office space from Pollock Real
Estate, Ltd., of which Jacob Pollock and his wife are members. The lease is for
three years expiring August 31, 2000 at a monthly base rent of $5,500 plus the
Company's share of utilities, real estate taxes, insurance and property
maintenance. The Company paid $83,882 in 2000.
The Company purchased aluminum materials from The Aluminum Warehouse, Inc., of
which Richard Pollock and his family are shareholders, totaling $117,906 in
2000. $7,297 was owed at March 31, 2000. The Company sold aluminum extrusions to
The Aluminum Warehouse, Inc. totaling $536,529 in 2000. $147,826 was owed at
March 31, 2000.
The Company hired temporary personnel from Flex-Team Incorporated, wholly owned
by the Jacob Pollock Irrevocable Trust, of which Richard Pollock and other
family members are beneficiaries, totaling $378,090 in 2000. $30,324 was owed at
March 31, 2000.
See Notes 2 and 12 to the consolidated financial statements regarding
acquisitions from and notes payable to related parties. See Notes 5 and 6 to the
consolidated financial statements regarding guarantees of certain debt of the
Company by related parties.
Management believes that the terms of the above transactions are comparable to
those, which would have been obtainable from unaffiliated sources.
11
14
INDEPENDENT PUBLIC ACCOUNTANTS
No independent public accountants have yet been selected or recommended to the
shareholders because the Company desires to maintain flexibility regarding the
choice of auditors. Under the Company's by-laws and Certificate of
Incorporation, the authority to select the Company's independent public
accountants is reserved to the Board of Directors. Ernst & Young LLP served as
the Company's independent public accountants for the fiscal years ended March
31, 1998, 1999 and 2000. Management of the Company wishes to reserve the right
to reevaluate this choice with regard to the current fiscal year, although Ernst
& Young LLP has not resigned or been terminated, and the Company has no
definitive intention to change auditors at this time. A representative of Ernst
& Young LLP is not expected to be present at the Meeting.
SHAREHOLDERS' PROPOSALS
All proposals intended to be presented by a shareholder at the 2001 Annual
Meeting of the Company's Shareholders must be received by the Company no later
than June 14, 2001 at the Company's offices addressed to 753 W. Waterloo Road,
Akron, Ohio 44314-1519, for inclusion in the Company's proxy material or
Information Statement for the 2001 Annual Meeting of Shareholders.
The Company's 2000 Annual Report is being delivered to shareholders with this
Information Statement. A copy of the Company's Form 10-K for the fiscal year
ended March 31, 2000, as filed with the Securities and Exchange Commission, may
be obtained from the Company by following the procedure described in the 2000
Annual Report under the caption "Form 10-K."
By Order of the Board of Directors,
Nicholas T. George
Secretary
12