NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of Maxco, Inc.:
Notice is hereby given that the Annual Meeting of Shareholders of Maxco,
Inc., a Michigan corporation, will be held at the corporate office, 1118
Centennial Way, Lansing, Michigan on August 24, 1999, at 3:30 p.m. local time
for the following purposes, all of which are more completely set forth in the
accompanying proxy statement.
1. To elect nine Directors; and
2. To transact such other business as may properly come before
the meeting.
In accordance with the Bylaws of the Company and a resolution of the Board
of Directors, the record date for the meeting has been fixed at July 23, 1999.
Only Shareholders of record at the close of business on that date will be
entitled to vote at the meeting.
By Order of the Board of Directors
Eric L. Cross
Secretary
Lansing, Michigan
July 29, 1999
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO DATE AND SIGN THE ENCLOSED PROXY FORM, INDICATE YOUR CHOICE
WITH RESPECT TO THE MATTERS TO BE VOTED UPON, AND PROMPTLY RETURN YOUR PROXY SO
THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND IN ORDER THAT
THE PRESENCE OF A QUORUM MAY BE ASSURED. THE PROMPT RETURN OF YOUR SIGNED PROXY,
REGARDLESS OF THE NUMBER OF SHARES YOU HOLD WILL AID THE COMPANY IN REDUCING THE
EXPENSE OF ADDITIONAL PROXY SOLICITATION. THE GIVING OF SUCH PROXY DOES NOT
AFFECT YOUR RIGHT TO VOTE IN PERSON IN THE EVENT YOU ATTEND THE MEETING.
MAXCO, INC.
1118 Centennial Way
Lansing, Michigan 48917
PROXY STATEMENT
This statement is furnished in connection with the solicitation of proxies
on behalf of the Board of Directors of Maxco, Inc. (the Company), 1118
Centennial Way, Lansing, Michigan 48917, for use at the Annual Meeting of
Shareholders of the Company to be held on August 24, 1999, at 3:30 p.m., or any
adjournments thereof. This Proxy Statement is being mailed to Maxco Shareholders
on or about July 29, 1999, to all holders of record of common stock of the
Company as of the close of business on July 23, 1999.
PURPOSE OF THE MEETING
The purpose of this Annual Meeting of Shareholders shall be to elect
Directors and to transact such other business as may properly come before the
meeting.
VOTING
Common Stock and Series Three Preferred Shares are the only voting stock of
the Company. Holders of record at the close of business on July 23, 1999, are
entitled to one (1) vote for each share of Common Stock held and twenty (20)
votes for each share of Series Three Preferred Stock held. As of June 30, 1999,
the Company had 3,183,195 shares of Common Stock and 14,876 shares of Series
Three Preferred Stock outstanding. Holders of stock entitled to vote at the
meeting do not have cumulative voting rights with respect to the election of
Directors.
All shares represented by proxies shall be voted "FOR" each of the matters
recommended by management unless the shareholder, or his duly authorized
representative, specifies otherwise or unless the proxy is revoked. Any
shareholder who executes the proxy referred to in this statement may revoke it
before it is exercised, provided written notice of such revocation is received
at the office of the Company in Lansing, Michigan at least twenty-four (24)
hours before the commencement of the meeting, or provided the grantor of the
proxy is present at the meeting and, having been recognized by the Chairman,
announces such revocation in open meeting. All shareholders are encouraged to
date and sign the enclosed proxy form, indicate your choice with respect to the
matters to be voted upon and return it to the Company.
Directors are elected by plurality vote, meaning that the nine persons
receiving the most votes at the meeting, assuming a quorum is present, are
elected as directors of the Company. Most other corporate governance actions,
other than elections of directors, are authorized by a majority of the votes
cast. Although state law and the articles of incorporation and bylaws of the
Company are silent on the issue, it is the intent of the Company that proxies
received which contain abstentions or broker non-votes as to any matter will be
included in the calculation as to the presence of a quorum, but will not be
counted as votes cast in such matter in the calculation as to the needed vote.
2
ELECTION OF DIRECTORS
It is the intention of the persons named in the proxy to vote for election
of the following nominees to the Board of Directors to hold office until the
next Annual Meeting or until their successors are elected. In the event any
nominee should be unavailable, which is not anticipated, the shares may, in the
discretion of the proxy holders, be voted for the election of such persons as
the Board of Directors may submit. Directors are elected for a term of one (1)
year and until their successors are elected and qualified. Proxies will be voted
only to the extent of the number of nominees named.
The following information is furnished concerning the nominees, all of whom
have been nominated by the Board of Directors and are presently Directors of the
Company.
Present Position with the Company and Served as Director
Name Principal Occupation Age of Maxco Since
---- -------------------- --- --------------
Max A. Coon Director, President and Chairman of the Board of 64 1969
MAXCO, INC.
Eric L. Cross Director, Executive Vice President and Secretary of 56 1972
MAXCO, INC.
Charles J. Drake Director of MAXCO, INC., Chairman and Chief Executive 59 1982
Officer of Integral Vision, Inc., a Farmington Hills,
Michigan based manufacturer of micro-processor based
inspection systems of which Maxco owns 24%.
Joel I. Ferguson Director of MAXCO, INC., President of F&S Development 60 1985
Company, a Lansing, Michigan based company which
develops, contracts and/or owns and manages real estate
properties
Richard G. Johns Director and Vice President of MAXCO, Inc. 55 1990
Vincent Shunsky Director, Vice President of Finance and Treasurer of 50 1983
MAXCO, INC.
J. Michael Warren Director of MAXCO, INC., General Counsel of MAXCO, 59 1979
INC., and President of Warren Cameron Faust & Asciutto,
P.C.
Michael W. Wisti Director of MAXCO, INC., retired President of 60 1997
Atmosphere Annealing, Inc., a Lansing, Michigan based
provider of heat treating services which was acquired by
Maxco, Inc. in January 1997.
Andrew S. Zynda Director of MAXCO, INC., Chairman of the Board of 78 1972
Midwest Bridge Company, a Williamston, Michigan based
bridge and road building contractor
All of the foregoing Directors and nominees have been engaged in the
principal occupation specified for the previous five (5) years.
3
Messrs. Coon, Shunsky, and Drake are also Directors of Integral Vision,
Inc., a 24% owned investment of Maxco, Inc. whose stock is traded on the Nasdaq
Stock Market.
Mr. Coon and Mr. Cross are brothers-in-law. There are no other family
relationships between any Directors or Executive Officers.
The Board of Directors has established Compensation and Audit Committees
whose members are Max A. Coon, J. Michael Warren and Andrew S. Zynda. The
Compensation Committee is also responsible for administering the Company's Stock
Option Plan, including designating the recipients and terms of specific option
grants. The Compensation Committee met one time during the fiscal year to
establish compensation levels for the Executive Officers and to authorize the
levels and timing of bonuses. One meeting of the Audit Committee was held during
the last fiscal year. The Audit Committee recommends the annual employment of
the Company's auditors with whom the Audit Committee will review the scope of
audit and non-audit assignments, related fees, the accounting principles used by
the Company in financial reporting, internal financial auditing procedures and
the adequacies of the Company's internal control procedures. The Company does
not have a standing nominating committee.
During the last fiscal year there were a total of 4 meetings of the Board
of Directors. Messrs. Ferguson, Drake and Zynda attended less than 75% of the
meetings.
Director Compensation
The Directors of the Company are paid $100 per meeting attended. Fees are
not paid to Directors for attendance at committee meetings.
4
EXECUTIVE OFFICERS
The following table sets forth information concerning the Executive
Officers of the Company.
Present Position With the
Company and Principal
Name Occupation Age
- ---- ---------- ---
Max A. Coon President, Director and Chairman 64
of the Board of MAXCO, INC.
Eric L. Cross Executive Vice President, Secretary 56
and Director of MAXCO, INC.
Carlton F. Fry Vice President of Human Resources 51
of MAXCO, INC.
Richard G. Johns Vice President and Director of 55
MAXCO, INC.
Vincent Shunsky Vice President of Finance, 50
Treasurer and Director of
MAXCO, INC.
All of the foregoing Officers of the Company have been engaged in the
principal occupations specified above for the previous five years, except as
follows:
Carlton F. Fry was named as the Company's Vice President of Human Resources
effective April 23, 1998. Prior to that date, Mr. Fry had served as the
Company's Director of Human Resources since June 1994. Before joining Maxco, Mr.
Fry was Vice President of Human Resources at Hayes Green-Beach Memorial
Hospital, Charlotte, Michigan.
EXECUTIVE COMPENSATION
Compensation Committee Report on Executive Compensation
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Board of Directors (the "Committee")
consists of Max A. Coon, Andrew S. Zynda, and J. Michael Warren. Although the
presence of Mr. Coon on the Committee, as Chief Executive Officer of the
Company, could be considered to present a conflict of interest, Mr. Coon's input
is considered very important and he has agreed to abstain from voting on any
matter related to his own compensation.
5
Overview and Philosophy
The Committee is responsible for developing and making recommendations to
the Board with respect to the Company's executive compensation policies. In
addition, the Compensation Committee, pursuant to authority delegated by the
Board, determines on an annual basis the compensation to be paid to the Chief
Executive Officer and each of the other executive officers of the Company.
The objectives of the Company's executive compensation program are to:
o Support the achievement of desired Company performance.
o Provide compensation that will attract and retain superior talent
and reward performance.
o Align the executive officers' interests with the success of the
Company by placing a portion of pay at risk, with payout
dependent upon corporate performance.
The executive compensation program provides an overall level of
compensation opportunity that is competitive with companies of comparable size
and complexity. The Compensation Committee will use its discretion to set
executive compensation where in its judgment external, internal or an
individual's circumstances warrant it.
Executive Officer Compensation Program
The Company's executive officer compensation program is comprised of base
salary, annual cash incentive compensation, long-term incentive compensation in
the form of stock options, and various benefits, including medical and deferred
compensation plans, generally available to employees of the Company.
Base Salary
Base salary levels for the Company's executive officers are competitively
set relative to other comparable companies. In determining salaries the
Committee also takes into account individual experience and performance.
Annual Incentive Compensation
The Company's annual incentive program for executive officers and key
managers provides direct financial incentives in the form of an annual cash
bonus to executives to achieve the Company's annual goals. Goals for Company
performance are set at the beginning of each fiscal year. In the year ended
March 31, 1999, the following measures of Company performance were selected: net
sales, consolidated net income, market penetration, and customer satisfaction.
6
Specific individual performance was also taken into account in determining
bonuses, including meeting department goals, attitude, dependability,
cooperation with co-workers, and creativity or ideas that benefit the Company.
Stock Option Program
The stock option program is the Company's long-term incentive plan for
executive officers and key employees. The objectives of the program are to align
executive and shareholder long-term interests by creating a strong and direct
link between executive pay and shareholder return, and to enable executives to
develop and maintain a significant, long-term stock ownership position in the
Company's Common Stock.
On August 25, 1998, the Shareholders ratified an Employee Stock Option Plan
to grant options on up to 500,000 shares of the Company's common stock to
officers and key employees of the Company and its subsidiaries. The options
which may be granted under this plan may either qualify as "incentive stock
options" within the meaning of Section 422A of the Internal Revenue Code, as
amended, or may be nonqualified options.
The stock option plan authorizes a committee of directors to award
executive and key employee stock options. Stock options are granted at an option
price equal to the fair market value of the Company's Common Stock on the date
of grant, have ten year terms and can have exercise restrictions established by
the Option Committee. Awards are made at a level calculated to be competitive
with companies of comparable size and complexity.
Deferred Compensation
The Company has two 401(k) Employee Savings Plans covering substantially
all employees of the Company. The 401(k) plans are "cash or deferred" plans
under which employees may elect to contribute a certain portion of their annual
compensation which they would otherwise be eligible to receive in cash. The
Company has agreed to make a matching contribution in the percentages specified
in the plan documents. In addition, a separate employer contribution may be made
at the discretion of the Board. The plans do not contain established termination
dates and it is not anticipated that they will be terminated at any time in the
foreseeable future.
Benefits
The Company provides medical benefits to the executive officers that are
generally available to Company employees. The amount of perquisites, as
determined in accordance with the rules of the Securities and Exchange
Commission relating to executive compensation, did not exceed 10% of salary for
the year ended March 31, 1999.
7
Chief Executive Officer
Max A. Coon has served as the Company's Chief Executive Officer since 1969.
His base salary for the year ended March 31, 1999 was $250,000. No bonuses were
paid for such year.
Significant factors in establishing Mr. Coon's compensation were his
strategic and overall management direction of the Company and his position and
long service to the Company.
The Committee believes Mr. Coon managed the Company well in a challenging
business climate and has achieved above-average results in comparison to other
comparable companies.
The Compensation Committee
Max A. Coon
Andrew S. Zynda
J. Michael Warren
Summary Compensation Table
The following table sets forth the cash and noncash compensation for each
of the last three fiscal years awarded to or earned by the Chief Executive
Officer of the Company and to the four other executive officers whose
compensation exceeded $100,000:
Annual Compensation Long Term Compensation
--------------------------------------- ----------------------------------
Other
Name and Annual All Other
Principal Position Year Salary Bonus Comp 1 Options Comp 2
- ------------------ ---- ------ ----- ------ ------- ------
Max A. Coon 1999 250,000 0 400 0 3,600
Chief Executive 1998 220,000 300,000 400 0 3,500
Officer 1997 220,000 1,250,000 3 500 0 3,400
Eric L. Cross 1999 150,000 0 400 0 3,300
Executive 1998 132,000 200,000 400 0 3,184
Vice President 1997 132,000 400,000 500 0 3,400
Carlton F. Fry 1999 95,000 20,000 0 0 2,530
Vice President
of Human Resources
Richard G. Johns 1999 125,000 0 300 0 2,750
Vice President 1998 125,000 50,000 300 0 2,750
1997 125,000 200,000 400 0 3,400
Vincent Shunsky 1999 150,000 0 400 0 3,300
Vice President 1998 132,000 200,000 400 0 3,184
of Finance 1997 132,000 400,000 500 0 3,400
- -------------
(1) Represents annual director fees
8
(2) Represents the Company's 20% match of employee deferrals of currently
earned income into the 401(k) Employee Savings Plan and a profit sharing
contribution made by the Company for all of its eligible employees to the
401(k) Employee Savings Plan at the rate of 1% of eligible compensation.
(3) Includes $500,000 which did not become payable until July 1997.
Options
The following table summarizes the options exercised by the persons named
in the Summary Compensation Table, above, and the value of the options held by
such persons at the year end. No options were granted to the named individuals
during the year ended March 31, 1999. All of the options held by the named
individuals are presently exercisable.
Option Exercises During Fiscal 1999
and Year End Option Values
Number of Value of
Unexercised Unexercised
Shares Options at Options at
Name and Acquired on Value Fiscal Year Fiscal Year
Principal Position Exercise(#) Realized($) End End
- ------------------ ----------- ----------- --- ---
Max A. Coon 0 0 0 0
Chief Executive Officer
Eric L. Cross 20,000 $107,400 42,500 0
Executive Vice President
Richard G. Johns 10,000 53,700 22,500 0
Vice President
Vincent Shunsky 0 0 42,500 0
Vice President of Finance
Transactions with Management
The Company's joint venture, L/M Associates, LLC, is a 25% partner in CJF
Partnership, a real estate development general partnership which owns office
building sites for development, along with Max A. Coon and Richard G. Johns,
both of whom are directors and executive officers of the Company, and several
individuals who are not related to the Company.
Mr. J. Michael Warren is currently a Director of the Company. During the
year ended March 31, 1999, the Company and its subsidiaries paid $241,485 to
Warren Cameron Faust & Asciutto, P.C., a law firm of which Mr. Warren is
President, for legal services.
9
Effective January 1, 1998, the Company purchased 600 shares, representing
one third of the outstanding stock, of AMI Energy, Inc., a client based
wholesale distributor of natural gas in the Midwest, for $250 per share. Four
hundred of the shares were purchased from AMI and 100 from each of the two other
shareholders, one of whom is the son of Max A. Coon, the Company's president and
chairman. Effective April 1, Maxco acquired all of the shares of AMI held by the
unrelated shareholder. Following this transaction, Maxco holds a 66.66% interest
in AMI, with the remaining 33.33% interest continuing to be held by Mr. Coon's
son.
Compliance with Reporting Requirements
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Directors and Executive Officers or beneficial owners of over 10% of any class
of the Company's equity securities to file certain reports regarding their
ownership of the Company's securities or any changes in such ownership. During
the year ended March 31, 1999, Andrew S. Zynda filed one late Form 4 covering
two gifts to family members. Carlton F. Fry was late in filing the Form 3,
Initial Statement of Beneficial Ownership of Securities upon his election as the
Company's Vice President of Human Resources. All of the required forms have now
been filed.
10
COMPARATIVE STOCK PERFORMANCE
The graph below compares the cumulative total shareholder return on the
Common Stock of the Company for the last five years with the cumulative total
return on the CRSP Total Return Index for the NASDAQ Stock Market (US Companies)
(1) and a peer group of companies (2) over the same period, assuming the
investment of $100 in the Company's Common Stock, the NASDAQ Index and the peer
group on March 31, 1994, and reinvestment of all dividends.
[PLACE CHART HERE]
- ----------------
(1) The CRSP Total Return Index for the NASDAQ Stock Market (US Companies) is
composed of all domestic common shares traded on the NASDAQ National Market
and the NASDAQ Small- Cap Market.
(2) The peer group consists of ten companies whose stock is publicly traded and
whose market capitalizations are slightly above and below the Company's
capitalization in a range from $22.42 million to $22.53 million. Because of
the diversified nature of the businesses represented by its subsidiary
companies, the Company is unable to identify a published industry or line
of business index or a group of peer issuers in comparable businesses which
are sufficiently similar to allow meaningful comparison. Therefore, the
Company has elected to compare its performance with a group of issuers
having similar market capitalizations as allowed by SEC rules.
11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following Table sets forth certain information as of June 30, 1999, as
to the equity securities of the Company owned beneficially by beneficial owners
of 5% or more of the Company's securities, by each Director and Nominee and by
all Directors and Officers of the Company as a group.
Amount and Nature of
Beneficial Ownership
-------------------------------------
Sole Voting Shared Voting
Name of Title of and Investment and Investment % of
Beneficial Owner Class Power Power Class
- ---------------- ----- ----- ----- -----
Max A. Coon (1) Common Stock 860,009 18,487 (2) 27.5%
Series Three
Preferred Stock 3,240 (3) 21.8%
Series Four
Preferred Stock (4) 7,000 15.1%
Series Five
Preferred Stock (4) 3,216 48.4%
Andrew S. Zynda (1) Common Stock 337,740 13,000 10.9%
Series Four
Preferred Stock (4) 10,000 21.5%
Eric L. Cross Common Stock 158,775 (5) 650 4.9%
Charles J. Drake 0 *
Joel I. Ferguson Common Stock 5,000 *
Richard G. Johns Common Stock 115,160 (6) 3.6%
Vincent Shunsky Common Stock 117,742 (7) 3.6%
Series Three
Preferred Stock 30 *
J. Michael Warren Common Stock 16,000 *
Michael W. Wisti Common Stock 500 *
All Directors and
Officers as a group,
including the
above, totaling in
number 10 Common Stock 1,594,926 (8) 69,907 (9) 50.6%
Series Three
Preferred Stock 30 3.240 22.0%
Series Four
Preferred Stock (4) 17,000 36.6%
Series Five
Preferred Stock (4) 3,216 48.4%
ROI Capital
Management, Inc.
(10) Common Stock 350,104 10.9%
12
- ------------------
* Beneficial ownership does not exceed one percent (1%)
(1) The addresses of Mr. Coon and Mr. Zynda are both 1118 Centennial Way,
Lansing, Michigan.
(2) Represents shares owned by Mr. Coon's immediate family.
(3) Represents shares owned by a charitable foundation of which Mr. Coon is one
of the trustees.
(4) Series Four and Series Five Preferred Stock are both nonvoting.
(5) Includes options to purchase 42,500 shares.
(6) Includes options to purchase 22,500 shares.
(7) Includes options to purchase 42,500 shares.
(8) Includes options to purchase 107,500 shares
(9) Includes 21,770 shares owned by Maxco, Inc. 401(k) Employees Savings Plan
of which Messrs. Coon, Shunsky, and Cross are Trustees.
(10) Information obtained from Schedule 13G dated February 19, 1999, filed with
the Securities and Exchange Commission and sent to the Company pursuant to
Section 13(d) of the Securities Exchange Act of 1934. The address of ROI
Capital Management, Inc. is 17 E. Sir Francis Drake Blvd., Suite 225,
Larkspur, CA 94939.
13
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Ernst & Young LLP served as auditors for the Company for the
fiscal year ended March 31, 1999. The Company periodically evaluates its
external audit requirements and will make a decision based on cost, response
time and quality of services available. A representative of Ernst & Young LLP is
expected to be present at the Annual Meeting of Shareholders and will be
available to respond to appropriate questions, and will have the opportunity to
make a statement if they desire to do so.
SHAREHOLDER PROPOSALS
Any proposals which shareholders of the Company intend to present at the
next annual meeting of the Company must be received by the Company by March 2,
2000, for inclusion in the Company's proxy statement and proxy form for that
meeting. In cases where a shareholder does not choose to seek to have their
proposal included in the Company's proxy materials, no proposal will be
considered timely for submission at the next Annual meeting unless it is
received by the Company by June 16 , 2000 and, in such case, the Company's Proxy
will provide the management proxies with discretionary authority to vote on such
proposal without any discussion of the matter in the Proxy Statement. Proposals
should be directed to the attention of Investor Relations at the offices of the
Company, 1118 Centennial Way, Lansing, Michigan 48917.
OTHER BUSINESS
The management knows of no other matters that will come before the meeting.
However, if other matters do come before the meeting, the proxy holders will
vote in accordance with their best judgement. The cost of solicitation of
proxies will be borne by the Company. In addition to solicitations by use of the
mails, Officers and regular employees of the Company may solicit proxies by
telephone or in person.
By Order of the Board of Directors
Eric L. Cross
Secretary
14
MAXCO, INC.
Proxy solicited on behalf of the Board of
Directors for Annual Meeting of Shareholders to be
held August 24, 1999.
The undersigned hereby constitutes and appoints Max A. Coon and Eric L.
Cross, and each or any of them, attorney and proxy for and in the names and
stead of the undersigned, to vote all stock of Maxco, Inc. (Maxco) on all
matters, unless the contrary is indicated herein, at the Annual Meeting of
Shareholders to be held at the corporate office, 1118 Centennial Way, Lansing,
Michigan, on August 24, 1999 at 3:30 p.m. local time or at any adjournments
thereof, according to the number of votes that the undersigned could vote if
personally present at said meeting. The undersigned directs that this proxy be
voted as follows:
1. ELECTION OF DIRECTORS
FOR all nominees listed below (except as marked to the contrary below).
M. Coon V. Shunsky
E. Cross J. M. Warren
C. Drake M. Wisti
J. Ferguson A. Zynda
R. Johns
WITHHOLD AUTHORITY to vote for all
nominees listed below
INSTRUCTION: To WITHHOLD AUTHORITY to vote for any individual nominee write
that nominee's name in the space provided below:
------------------------------------------------------------------------
In their discretion, the Proxies are authorized to vote upon such other
business as may come before the meeting.
15
This proxy, when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this proxy will
be voted for Proposal 1.
DATED:________________________,1999
___________________________________
___________________________________
NOTE: When shares are held by joint tenants, both should sign. When signing
as attorney, as executor, administrator, trustee or guardian, please give full
title as such. 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.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
16