SCHEDULE 14A INFORMATION
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 under Rule 14a-12
VULCAN INTERNATIONAL CORPORATION
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Not Applicable
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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:
- - -----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
- - -----------------------------------------------------------------------
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):
- - -----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
- - -----------------------------------------------------------------------
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-1(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:
- - -----------------------------------------------------------------------
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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VULCAN INTERNATIONAL CORPORATION
300 Delaware Avenue
Wilmington, Delaware 19801
Notice of Annual Meeting of Shareholders
To Be Held June 5, 2001
The Annual Meeting of Shareholders of Vulcan International Corporation
will be held at 1151 E. College St., Clarksville, Tennessee on
Tuesday, June 5, 2001 at 11:00 A.M. for the following purposes:
1. To elect Directors.
2. To transact such other business as may properly come before
the meeting or any adjournment thereof.
The Board of Directors has established the close of business on May 5, 2001
as the record date for determining those shareholders who will be entitled
to vote at the meeting.
Wilmington, Delaware BY ORDER OF THE BOARD OF DIRECTORS
May 10, 2001 VERNON E. BACHMAN, SECRETARY
PLEASE READ THE PROXY STATEMENT AND THEN PROMPTLY COMPLETE, EXECUTE AND
RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE-PAID
ENVELOPE. YOU CAN SPARE YOUR COMPANY THE EXPENSE OF FURTHER PROXY
SOLICITATION BY RETURNING YOUR PROXY CARD PROMPTLY.
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PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of and at
the cost of Vulcan International Corporation (the "Company"). Under the
Delaware statutes, any shareholder may revoke a proxy by voting in
person at the meeting or by delivering a later dated proxy or other
writing revoking the proxy before it is voted at the meeting.
The Board of Directors has established as the record date for
determining shareholders entitled to notice and to vote at the meeting,
the close of business May 5, 2001.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company, as of February 1, 2001 had outstanding 1,134,724 shares
of common capital stock, each of which is entitled to one vote. There are
no other voting or equity securities outstanding. There is set forth
below information with respect to the stock ownership of any person who
is known to be the beneficial owner of more than 5% of the Company's
common stock and the stock ownership of management as of February 1,
2001.
HOLDERS OF 5% OR MORE
Name and Address Amount and Nature Percent
of Beneficial Owner of Beneficial Ownership of Class
- - ------------------------------------------------------------------------
Dimensional Fund Advisors, Inc. Directly Owned: 59,499
1299 Ocean Avenue Indirectly Owned:
Santa Monica, CA 90401 Total Owned: 59,499 5.2%
(1)Deliaan A. Gettler Directly Owned: 3,100
1 Filson Place Indirectly Owned: 292,729
Cincinnati, OH 45202 Total Owned: 295,829 26.1%
(2)Benjamin Gettler Directly Owned: 128,915
1 Filson Place Indirectly Owned: 298,514
Cincinnati, OH 45202 Total Owned: 427,429 37.7%
Lloyd I. Miller III Directly Owned: 91,215
4550 Gordon Dr. Indirectly Owned: 7,000
Naples, FL 33940 Total Owned: 98,215 8.7%
(3)The PNC Finacial Services Directly Owned: 65,084
Group, Inc. Indirectly Owned:
One PNC Plaza Total Owned: 65,084 5.7%
249 Fifth Avenue
Pittsburgh, PA 15222
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[FN]
(1) Deliaan A. Gettler is the wife of Benjamin Gettler, Chairman of the
Board and President of the Company. The indirect shares listed for
Mrs. Gettler include 288,000 shares owned by the Gettler Family Special
1997 Trust of which she is Trustee; and 4,729 shares which she owns as
custodian for Benjamin R. Gettler, son of Mr. and Mrs. Gettler. It
does not include 128,915 shares directly owned by Mr. Gettler; 2,685
shares indirectly owned by Mr. Gettler as custodian for his daughter;
or 9,043 shares held by Stanley I. Rafalo as Trustee for an adult
daughter of Benjamin Gettler. If all of those shares were included,
the total shares directly and indirectly owned would be 436,472 which
is 38.5% of the common shares.
(2) The shares listed as indirectly owned by Mr. Gettler include 288,000
shares which Mrs. Gettler owns as Trustee of the Gettler Family Special
1997 Trust; 4,729 shares which Mrs. Gettler owns as custodian for
Benjamin R. Gettler; 3,100 shares which Mrs. Gettler owns directly; and
2,685 shares which Mr. Gettler owns indirectly as custodian for his
daughter. The total owned does not include 9,043 shares held by
Stanley I. Rafalo as Trustee for an adult daughter of Benjamin Gettler.
If those shares were included, the total shares directly and indirectly
owned would be 436,472 which is 38.5% of the common shares.
(3) The PNC Financial Services Group, Inc. and two wholly owned subsidiaries
hold these shares in fiduciary capacity under numerous trust
relationships, none of which relates to more than 5% of the shares, and
have sole or shared voting power, and sole or shared investment power
over these shares.
</FN>
SECURITY OWNERSHIP OF MANAGEMENT
The total number of equity securities of the Company owned by all
directors and officers of the Company as a group (6) as of February 1,
2001 is set forth below:
Amount and Nature of Beneficial Ownership Percent of Class
- - -----------------------------------------------------------------------
Directly Owned: 166,021 14.6%
Indirectly Owned: 307,557 27.1%
Total Owned: 473,578 41.7%
The share ownership of each of the directors and nominees is set forth
below under the heading Election of Directors.
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ELECTION OF DIRECTORS
The shares represented by the proxies will be voted for the election of the
five (5) nominees listed below. If any such nominee shall be unable to serve
(which is not now contemplated) discretionary authority may be exercised to
vote for a substitute. The terms of all of the present Directors expire upon
the election of their successors in 2001. The following information is given
with respect to the five (5) nominees based upon the records of the Company
and information furnished by each nominee as of February 1, 2001.
NOMINEES
Number of
First Shares Owned
Name and Became Directly or Percent
Principal Occupation Age Director In Indirectly (1) Owned
- - ------------------------------------------------------------------------
Leonard Aconsky 70 l993 5,800 (2)
Consultant to and director
of Acotech Services, a
consulting firm on building
life safety systems; retired
in 1993 as Vice-President and
World-Wide Technical
Coordinator WITCO, a manufacturer
of specialty chemical products;
Director, Vulcan Corporation,
operating subsidiary of Company
Edward B. Kerin 62 - - (2)
1998-2001 - Director of
Chemprene Inc., a manufacturer
of chemical rubber products,
Consultant 1994-98 Chief
Executive Officer, President
and Chairman of the Board of
Chemprene, Inc., a manufacturer
of chemical rubber products
(sold to Ammeraal, Inc. 1998);
1981-1994 corporate Vice President,
Witco Chemical Corporation
Benjamin Gettler (3)(4) 75 1960 427,429 37.7%
Chairman of the Board and
President Vulcan International
Corporation and its operating
subsidiary company, Vulcan
Corporation
5
Thomas D. Gettler, Esq. 42 1992 12,106 1.1%
Attorney
Stanley I. Rafalo, O.D. (4) 76 1975 28,043 2.5%
Doctor of Optometry
<FN>
(1) This report of share ownership is pursuant to Securities & Exchange
Commission regulations and, therefore, includes shares of close
family members residing in nominees' households for which shares
Directors disclaim beneficial ownership.
(2) Ownership is less than 1%.
(3) The number of shares shown include shares owned directly and
indirectly by Deliaan A. Gettler, his wife. It does not include
shares referred to in footnote (4) below. Mr. Gettler disclaims
beneficial ownership of any of those shares.
(4) The number of shares shown as owned directly by Stanley I. Rafalo
includes 9,043 shares of common capital stock of the Company held by
him as Trustee for an adult daughter of Benjamin Gettler.
</FN>
EXECUTIVE COMPENSATION
The following table shows the compensation and stock option awards for
the last three fiscal years, and other annual compensation and all other
compensation for 2000, to the Chief Executive Officer who was the only
executive officer whose compensation exceeded $100,000.
SUMMARY COMPENSATION TABLE
Long Term
Annual Compensation Compensation
-------------------------------------- ------------
Other
Annual
Name and Compen- Options/ All other
Principal sation SARs Compensation
Position Year Salary Bonus ($) (#) (1)
- - -----------------------------------------------------------------------------
Benjamin Gettler
Chairman of the
Board and President 2000 $275,000 $25,000 0 0 (2) $13,000
1999 275,000 25,000 0 50,000 (3) 13,000
1998 275,000 25,000 0 0 13,000
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<FN>
(1) Director and Executive Committee Fees.
(2) Mr. Gettler exercised options on 50,000 shares during the year. There
were no options on shares outstanding at the end of 2000.
(3) Mr. Gettler did not exercise any options in 1999. At the end of 1999,
there were options on 50,000 shares outstanding at a price of $31.00
per share.
</FN>
STOCK OPTION PLAN
The Vulcan International Corporation Stock Option Plan (the "Plan") was
adopted by the Board of Directors of the Company in 1991. The purpose of the
Plan is to provide additional incentives in order that the Company may retain
key personnel. The Plan provides for the granting of options to purchase
totaling not more than 300,000 shares of common stock from the Company's
treasury shares of which 127,000 have not previously been granted. The Plan
is administered by a Stock Option Committee consisting of not less than three
(3) Directors of the Corporation who are not eligible to receive options
under the Plan. During the year 2000, the Committee consisted of Directors
Rafalo, Aconsky and William T. Crutchfield until his death on May 13, 2000.
The current Committee consists of Directors Thomas Gettler, Stanley Rafalo
and Leonard Aconsky. No options have been granted by the current Committee.
The Committee determines the key employees to whom the options are granted,
the term of the option and the number of shares of each grant subject to the
option. The option price is such price as may be determined by the Board of
Directors. Each option continues for the period determined by the Committee,
which shall be not less than one (1) year or more than three (3) years from
the date of its grant. The Plan provides that each key employee to whom an
option is granted shall as a condition of his right to exercise such option,
agree to remain in the continuous employment of the Company for a period of
at least two years from the date of exercise of the option, unless he is
prevented from doing so by death or disability. Under the Plan, the Company
has the option to repurchase shares from an optionee who terminates
employment prior to the expiration of the two-year period.
OPTION GRANTS IN LAST FISCAL YEAR
None
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
Options Shares Number Value of
Acquired Unexercised Unexercised
or Value Options In-The-Money
Exercised Realized At Year Options
Name (#) ($) End At Year End
- - -----------------------------------------------------------------------------
Benjamin Gettler
Chairman of the
Board and President 50,000 $125,000 0 0
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PENSIONS
Under the terms of the Company's retirement Plan for salaried employees,
salaried personnel are entitled to retire at age 65 with benefits computed
on the basis of salary and length of service. The maximum length of service
which can be taken into account is 30 years. The method of computing
benefits under the retirement plan is: the number of years of employment
multiplied by the sum of 1.0% of average monthly salary and .65% of such
salary in excess of Social Security covered compensation (all based on the
highest 60 consecutive monthly salaries). The aggregate contribution made
for the 1999-2000 Plan year was $-0-. For purposes of the Plan, annual
compensation means a participant's W-2 earnings for federal income tax
purposes, excluding commissions and taxable fringe benefits. Mr. Gettler
has reached normal retirement age and has more than 30 years of service.
Mr. Gettler currently receives $148,586 per year from the Plan based upon
his selection of a joint and 100% survivor benefit.
PERFORMANCE GRAPH
5-YEAR CUMULATIVE TOTAL RETURN
COMPARISON OF VULCAN INTERNATIONAL CORPORATION WITH
AMEX MARKET INDEX AND PEER GROUP INDEX
(Graph submitted to SEC on Form SE on paper)
FISCAL YEAR ENDING
1995 1996 1997 1998 1999 2000
VULCAN INTERNATIONAL
CORPORATION 100.00 146.75 191.48 172.01 160.78 180.36
CUSTOMER SELECTED STOCK LIST 100.00 115.61 144.78 116.08 68.24 64.27
AMEX MARKET INDEX 100.00 105.52 126.97 125.25 156.15 154.23
ASSUMES $100 INVESTED ON JANUARY 1, 1996
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DECEMBER 31, 2000
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COMPANIES COMPRISING THE PEER GROUP
The peer group used in constructing the graph in the Proxy Statement
showing the yearly percentage change in cumulative total return has always
included the complete list of suppliers to the shoe industry provided by the
Footwear Industries of America, the industry association. Since the Company
has reduced its reliance on the shoe industry and is now manufacturing foam
products, the Company has since 1998 included in its peer group the Rogers
Corp., which is a corporation listed on the American Stock Exchange and which
is in the business of processing and selling foam products. Accordingly, the
peer group for 2000 is:
Bontex (formerly Georgia Bonded Fibres)
Goodyear Tire & Rubber Co.
Jaclyn Inc.
Katy Ind.
Lydall Inc.
Rogers Corp.
Vista Resources Inc.
Vulcan International Corporation
DIRECTORS' MEETINGS, COMMITTEE INFORMATION, FEES AND
OTHER DIRECTOR TRANSACTIONS
There were six (6) meetings of the Board of Directors in 2000. All
Directors attended at least 75% of the total number of Directors' meetings
held during their tenure and all Directors attended at least 75% of Committee
meetings held by committees on which they served during their tenure.
The Board of Directors has currently one standing committee, namely,
an Audit and Compensation Committee. The Audit and Compensation Committee
currently consists of Messrs. Leonard Aconsky, Dr. Stanley I. Rafalo, and
Thomas D. Gettler. The Audit and Compensation Committee is responsible for
overseeing the Company's accounting functions and controls. The Committee
has adopted a Charter to set forth all of its specific responsibilities.
As required by the Charter:
The Committee has reviewed and discussed the audited
financial statements with management;
The Committee has discussed with the independent auditors
the matters required to be discussed by Independent Standards
Board Standard No. 1;
The Committee has received the written disclosures and the
letter from the independent accountants required by Independence
Standards Board Standard No. 1 and has discussed with the
independent accountant the independent accountant's independence;
and
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Based on the review and discussions with management and the
representative of its independent auditors, the 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 last fiscal year for filing with the Commission.
The Committee also reviews and recommends the salary and bonus of the
Company's chief executive officer. The Audit and Compensation Committee
had two meetings in 2000.
The Company pays each of its Directors $8,000 per year as a director
fee. The members of the Audit and Compensation Committee are paid $300 per
meeting attended.
There is in effect a Resolution of the Board of Directors pursuant to
which any Director may purchase up to 25,000 treasury shares of company stock
at the closing bid on the American Stock Exchange on the date of the exercise
of such election to purchase. In the calendar year 2000, there were a total
of 15,000 shares purchased from the Company pursuant to this Resolution.
PRINCIPAL ACCOUNTING FIRM FEES
The following table sets forth the aggregate fees billed to the Company
for the fiscal year ended December 31, 2000 by the Company's principal
accounting firm, J.D. Cloud & Co. L.L.P.
Audit Fees $104,911
Financial Information Systems Design
and Implementation Fees $ 0
All Other Fees $ 23,189(a)(b)
Total $128,100
[FN]
(a) Includes fees for tax consulting and other non-audit services.
(b) The Audit Committee has considered whether the provision of these
services is compatible with maintaining the principal accountant's
independence.
</FN>
COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
Committee's Compensation Policy
It is the policy of the Compensation Committee that the Company's
Executive Officers should be compensated in accordance with the
responsibilities of their position, and their performance in office.
Included among the factors considered by the Compensation Committee in
carrying out such compensation policies are the historical compensation paid
10
officers of this Company and the compensation paid to executives in similar
positions in other companies as well as performance in the fiscal year in
question compared to prior fiscal years. The Compensation Committee
reviews all relevant factors relating to such performance, including the
general economic climate and the climate of the particular industries in
which this Company is involved.
In carrying out the foregoing policies, the Compensation Committee also
used the factors and criteria set forth hereinafter in determining the annual
compensation of the Chief Executive Officer and President of the Company for
2000 and his salary for 2001. The position of Chief Executive Officer and
President is held by a single individual, Mr. Benjamin Gettler.
The Company currently has only one officer who is paid over $100,000 per
year compared to three such officers prior to Mr. Gettler assuming the
position of Chief Executive Officer and President following the death of then
C.E.O. Lloyd Miller in April, 1990. Those offices were combined and Mr.
Gettler has carried out the duties of all three offices.
In the first ten months of 2000 (the latest financial information
available to the Committee as of the date of this report), the Company
had an unaudited consolidated net profit after tax on continuing
operations of $1,731,456 compared to $911,372 in the first ten months
of 1999.
During the past three years, Mr. Gettler's annual compensation has been as
follows:
Year Salary Bonus Total
---- ------ ----- -----
1999 $275,000 $25,000 $300,000
1998 275,000 25,000 300,000
1997 275,000 25,500 300,000
Mr. Gettler has requested that there be no increase in his salary or bonus.
Accordingly, the Committee has determined to keep Mr. Gettler's base salary
at the same level in 2001 as in 2000, namely, $275,000. In addition, the
Committee has determined that a bonus for this year of $25,000 is
appropriate.
Audit and Compensation Committee, December 1, 2000
Leonard Aconsky Thomas D. Gettler Stanley I. Rafalo, Committee Members
11
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The principal accountant of the Company is J. D. Cloud & Co. L.L.P.,
certified public accountants. That firm has acted as the principal
accountant of the Company since 1956. At the meeting of the Board of
Directors following the May, 2000 meeting, the Board again selected that
firm to continue to serve as the Company's principal independent public
accountants. The practice of the Board of Directors in making a selection
at such meeting has been followed by the Company since 1956. The same
practice will be followed after the June, 2001 Annual Meeting of
Shareholders. Management is not aware of any intended change of principal
Independent public accountants. Representatives of J. D. Cloud & Co. L.L.P.
are not expected to attend the Annual Meeting.
PROPOSALS OF SECURITY HOLDERS
No shareholder proposals will be considered at this year's annual
meeting.
In the event that any security holder intends to present a proposal at
the 2002 annual meeting of the Company and such security holder desires that
the proposal be included in the Company's proxy statement and form of proxy
relating to that meeting, such proposal must be received by the Company by no
later than 4:30 P.M. December 1, 2001.
GENERAL
The Company, as of February 1, 2001 had outstanding 1,134,724 shares of
capital stock, each of which is entitled to one vote. The record date for
determining shareholders entitled to notice and to vote at the meeting is
close of business May 5, 2001.
The management knows of no other business to be brought before the
meeting for action by the shareholders. If any other matters properly come
before the meeting, the proxies in the enclosed form, unless otherwise
specified, will be voted on such matters in accordance with the judgment
of the Proxy Committee.
/s/BENJAMIN GETTLER
---------------------------
Chairman of the Board
and President
12
VULCAN INTERNATIONAL CORPORATION
PROXY
The undersigned hereby appoints Leonard Aconsky, Thomas D. Gettler,
and Dr. Stanley I. Rafalo, or any of them with full power of substitution,
as the proxies of the undersigned to vote at the Annual Meeting of
Shareholders of Vulcan International Corporation to be held at 1151 E.
College St., Clarksville, Tennessee, on Tuesday, June 5, 2001 at 11:00 A.M.
and at any adjournment thereof, all the shares of stock of the Company the
undersigned would be entitled to vote if personally present, hereby granting
to each of them full power and authority to act for and in the name of the
undersigned at said meeting and adjournments upon the following:
(Continued on reverse side)
Please mark
your votes as
indicated in
this example X
------
(1) The election of Directors and all
nominees listed in the Proxy Statement
except as marked to the contrary below.
(INSTRUCTION: To withhold authority to vote for
any individual nominee or nominees, draw a line
through that nominee's name.)
GRANTS WITHHOLDS
Leonard Aconsky, Benjamin Gettler, Thomas D. Gettler,
Edward B. Kerin, Stanley I. Rafalo, O.D.
- - ----- -----
(2) In their discretion, the proxies are authorized to vote upon other
business as may properly come before the meeting.
THIS PROXY, SOLICITED BY THE BOARD OF
DIRECTORS WILL BE VOTED AS INSTRUCTED,
UNLESS OTHERWISE INDICATED. THIS PROXY
WILL BE PRESUMED TO BE GRANTS ON ITEM (1).
------
Dated ,2001
---------------------------
--------------------------------
Signature
--------------------------------
Signature
(When signing in any other capacity
than as an individual, please so
indicate.)
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