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
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(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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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1
VULCAN INTERNATIONAL CORPORATION
300 Delaware Avenue
Wilmington, Delaware 19801
Notice of Annual Meeting of Shareholders
To Be Held May 9, 2002
The Annual Meeting of Shareholders of Vulcan International Corporation
will be held at 1151 E. College St., Clarksville, Tennessee, on
May 9, 2002 at 9:00 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 March 29,
2002 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
April 9, 2002 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.
-2-
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 March 29, 2002.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company, as of March 29, 2002 had outstanding 1,102,105 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,
2002.
HOLDERS OF 5% OR MORE
Name and Address Amount and Nature Percent
of Beneficial Owner of Beneficial Ownership of Class
- ------------------------------------------------------------------------
<s> <c> <c> <c>
(1)Barrington Companies Equities Directly Owned 60,600 5.5%
Partners, L.P., Ramius
Securities, LLC and
Musicmkaer.com, Inc.
(2)Dimensional Fund Advisors, Inc. Directly Owned: 59,499 5.4%
1299 Ocean Avenue
Santa Monica, CA 90401
(3)Fifth Third Bancorp Directly Owned 58,600 5.3%
38 Fountain Sq Plaza
Fifth Third Center
Cincinnati, OH 45263
(4)Deliaan A. Gettler Directly Owned: 3,100
1 Filson Place Indirectly Owned: 275,729
Cincinnati, OH 45202 Total Owned: 278,829 25.3%
(5)Benjamin Gettler Directly Owned: 161,915
1 Filson Place Indirectly Owned: 281,514
Cincinnati, OH 45202 Total Owned: 443,429 40.2%
(6)The PNC Finacial Services Directly Owned: 77,934 7.1%
Group, Inc.
One PNC Plaza
249 Fifth Avenue
Pittsburgh, PA 15222
-3-
<FN>
(1) On October 1, 2001, the above-named three entities jointly filed Form
13D with the Securities and Exchange Commission reporting combined
ownership of 60,600 shares as the total owned by the three entities.
(2) Dimensional Fund Advisors Inc. ("Dimensional"), an investment advisor
registered under Section 203 of the Investment Advisor Act of 1940,
furnishes investment advice to four investment companies registered
under the Investment Company Act of 1940, and serves as investment
manager to certain other investment vehicles, including commingled
group trust. (These investment companies and investment vehicles
are the "Portfolios"). In its role as investment advisor and
investment manager, Dimensional possesses both investment and voting
power over 59,499 shares of Vulcan International Stock as of
12/31/01. The Portfolios own all securities reported in this
statement, and Dimensional disclaims beneficial ownership of such
securities.
(3) These shares are owned by Fifth Third Bank, a subsidiary of Fifth
Third Bancorp.
(4) 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 271,000 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 161,915 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 452,472 which
is 41.1% of the common shares.
(5) The shares listed as indirectly owned by Mr. Gettler include 271,000
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 452,472 which is 41.1% of the common shares.
(6) 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>
-4-
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTED COMPLIANCE
The rules of the Security and Exchange Commission require that Vulcan
International Corporation disclose late filings of reports of stock
ownership, or changes in ownership, by its directors, officers, and 10%
stockholders. Based on its review of the copies of forms it received,
or written representation from reporting persons that they were not
required to file a Form 5, Vulcan International Corporation believes
that, during 2001, all reports required under section 16(a) of the
Securities and Exchange Act for its directors, officers and 10%
stockholders were filed on a timely basis.
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,
2002 is set forth below:
Amount and Nature of Beneficial Ownership Percent of Class
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Directly Owned: 199,321 18.1%
Indirectly Owned: 290,557 26.4%
Total Owned: 489,878 44.5%
The share ownership of each of the directors and nominees is set forth
below under the heading Election of Directors.
ELECTION OF DIRECTORS
The shares represented by the proxies will be voted for the election of the
five (5) nominees listed below, each of whom is presently a Director. 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 2002. 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, 2002.
-5-
NOMINEES
Number of
First Shares Owned
Name and Became Directly or Percent
Principal Occupation Age Director In Indirectly (1) Owned
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<s> <c> <c> <c> <c>
Leonard Aconsky 71 l993 6,300 (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 63 2001 - (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) 76 1960 443,429 40.2%
Chairman of the Board and
President Vulcan International
Corporation and its operating
subsidiary company, Vulcan
Corporation
Thomas D. Gettler, Esq. 43 1992 12,106 1.1%
Attorney
Stanley I. Rafalo, O.D. (4) 77 1975 28,043 2.5%
Doctor of Optometry
-6-
<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 includes 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 2001, 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)
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<s> <c> <c> <c> <c> <c> <c>
Benjamin Gettler 2001 $275,000 (2) 0 50,000 $13,000
Chairman of the 2000 $275,000 $25,000 0 0 $13,000
Board and President 1999 $275,000 $25,000 0 50,000 (3) $13,000
<FN>
(1) Director and Executive Committee Fees.
(2) Mr. Gettler was given 1,000 shares in lieu of a cash bonus. On the
date of the grant, those shares had a market value of $37,750.
(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. Those options were exercised in 2000 for which the Company
received $1,550,000 from Mr. Gettler.
</FN>
-7-
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 77,000 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 2001, the Committee consisted of Directors
Leonard Aconsky, Stanley I. Rafalo, and Thomas D. Gettler. 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 Option Committee.
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. During 2001, Mr. Benjamin Gettler
was granted an option for 50,000 shares at an exercise price of $37.24.
OPTION GRANTS IN LAST FISCAL YEAR
Benjamin Gettler - Chairman of the Board and President
<s> <c>
Number of Options Granted (#/Sh) 50,000
%of Total Options Granted to
Employee in Fiscal Year 100%
Exercise Price ($/Sh) $37.24
Expiration Date November 6, 2004
Potential Realized Value at
Assumed Annual Rates of Stock
Prices Appreciation for Option:
5% $293,500
10% $616,500
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
None
-8-
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 2000-2001 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
The following graph compares the cumulative total return (change in stock
price plus reinvested dividends) assuming $100 invested in the Common Stock
of the Company, in the American Stock Exchange ("AMEX") Market Value Index,
and in the Peer Group Index during the period from December 31, 1996 through
December 31, 2001.
(Graph submitted to SEC on Form SE on paper)
Value of Investment at December 31,
1996 1997 1998 1999 2000 2001
<s> <c> <c> <c> <c> <c> <c>
Vulcan International
Corporation 100.00 130.48 117.22 109.56 123.91 146.30
Selected Stock List 100.00 125.25 100.41 59.11 55.84 57.73
AMEX Market Index 100.00 120.33 118.69 147.88 146.16 139.43
ASSUMES $100 INVESTED ON JANUARY 1, 1996
ASSUMES DIVIDEND REINVESTED
-9-
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 2001 is:
Bontex (formerly Georgia Bonded Fibres)
Goodyear Tire & Rubber Co.
Jaclyn Inc.
Katy Ind.
Lydall Inc.
Rogers Corp.
Vista Resources Inc.
DIRECTORS' MEETINGS, COMMITTEE INFORMATION, FEES AND
OTHER DIRECTOR TRANSACTIONS
There were six (6) meetings of the Board of Directors in 2001. 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 comprised of independent, non-employee
directors. The Audit and Compensation Committee currently consists of
Messrs. Leonard Aconsky, Edward B. Kerin, and Dr. Stanley I. Rafalo. 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 Statement of Auditing
Standards No. 61 relating to conduct of the audit;
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
-10-
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 has reviewed and assessed the adequacy of the
Charter.
A copy of the Charter is included as an appendix to this proxy
statement.
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 2001.
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 of the Company or any of the subsidiary companies 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 2001, there was a total of 15,500 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, 2001 by the Company's principal
accounting firm, J.D. Cloud & Co. L.L.P.
Audit Fees $119,480
All Other Fees(a) $ 25,867(a)(b)
Total $145,347
<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>
-11-
AUDIT AND COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
Committee's Compensation Policy
It is the policy of the Audit and 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
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 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 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
2001 and his salary for 2002. 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.
The year 2001 has been a very stressful year for the Company and its
Chief Executive Officer despite which the earnings of the Company have
continued to be more than sufficient to continue the regular dividend
payments and to lay the basis for future changes which we anticipate
will be beneficial to the Company and its shareholders.
During the past three years, Mr. Gettler's annual compensation has been as
follows:
Year Salary Bonus Total
---- ------ ----- -----
<c> <c> <c> <c>
2001 $275,000 $ - $ -
2000 275,000 25,000 300,000
1999 275,000 25,500 300,000
Mr. Gettler has requested that there be no increase in his salary. Further,
he has pointed out that it is necessary for the Company to conserve its
cash. Accordingly, the Committee has determined that a bonus for the
Year 2001 should be provided to Mr. Gettler in the form of Company common
stock, namely 1,000 shares of such stock. The Committee also has
determined to keep Mr. Gettler's base salary at the same live in 2002 as
in 2001, namely $275,000.
-12-
Audit and Compensation Committee, November 26, 2001
Leonard Aconsky Edward B. Kerin Stanley I. Rafalo, Committee Members
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, 2001 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 May, 2002 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 2003 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, 2002.
GENERAL
The Company, as of March 29, 2002 had outstanding 1,102,105 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 March 29, 2002.
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
-13-
APPENDIX
AUDIT COMMITTEE CHARTER
The Audit Committee ("the Committee"), of the Board of Directors ("the
Board") of Vulcan International Corporation ("the Company"), will have
the oversight responsibility, authority and specific duties as described
below:
COMPOSITION
The Committee will be comprised of three or more directors as determined
by the Board. The members of the Committee will meet the independence
and experience requirements of the American Stock Exchange (AMEX). The
members of the Committee will be elected annually at the organizational
meeting of the full Board held in May and will be listed in the annual
report to shareholders.
RESPONSIBILITY
The Committee is part of the Board. Its primary function is to assist
the Board in fulfilling its oversight responsibilities with respect to
(i) the annual financial information to be provided to shareholders and
Securities and Exchange Commission (SEC); (ii) the system of internal
controls that management has established; and (iii) the internal and
external audit process. The Committee should have a clear understanding
with the independent accountants that they must maintain an open and
transparent relationship with the Committee, and that the ultimate
accountability of the independent accountants is to the Board and the
Committee. The Committee will make regular reports to the Board
concerning its activities.
AUTHORITY
Subject to the prior approval of the Board, the Committee is granted
the authority to investigate any matter or activity involving financial
accounting and financial reporting, as well as the internal controls of
the Company. All employees will be directed to cooperate with respect
thereto as requested by members of the Committee.
MEETINGS
The Committee is to meet as many times as the Committee deems necessary
to carry out its duties as set forth herein. The Committee is to meet
in separate executive sessions with the chief financial officer,
independent accountants and internal audit as it deems appropriate.
-14-
ATTENDANCE
Committee members will strive to be present at all meetings. As
necessary or desirable, the Committee Chair may request that members
of management and representatives of the independent accountants and
internal audit be present at Committee meetings.
SPECIFIC DUTIES
In carrying out its oversight responsibilities, the Committee will:
1. Review and reassess the adequacy of this charter annually and
recommend any proposed changes to the Board for approval. This
should be done in compliance with applicable AMEX Audit
Committee Requirements.
2. Review with the Company's management, internal audit and
independent accountants the Company's accounting and financial
reporting controls.
3. Review with the Company's management, internal audit and
independent accountants significant accounting and reporting
principles, practices and procedures applied by the Company
in preparing its financial statements.
4. Review the scope and general extent of the independent
accountant's annual audit. The Committee's review should
include an explanation from the independent accountants of
the factors considered by the accountants in determining the
audit scope, including the major risk factors. The independent
accountants should confirm to the Committee that no limitations
have been placed on the scope or nature of their audit
procedures.
5. Inquire as to the independence of the independent accountants
and obtain from the independent accountants, at least annually,
a formal written statement delineating all relationships between
the independent accountants and the Company as contemplated by
Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees.
6. Have a predetermined arrangement with the independent accountants
that they will advise the Committee of any matters identified
through procedures followed for interim quarterly financial
statements, and that such notification as required under standards
for communication with Audit Committees is to be made prior to the
related press release or, if not practicable, prior to filing
Forms 10-Q.
-15-
7. At the completion of the annual audit, review with management,
internal audit and the independent accountants the following:
- The annual financial statements and related footnotes
and financial information to be included in the Company's
annual report to the shareholders and on Form 10-K.
- Results of the audit of the financial statements and
the related report thereon and, if applicable, a report
on changes during the year in accounting principles and
their application.
- Significant changes to the audit plan, if any, and any
serious disputes or difficulties with management
encountered during the audit.
- Other communications as required to be communicated by
the independent accountants by Statement of Auditing
Standards (SAS) No. 61 as amended by SAS No. 90 relating
to the conduct of the audit.
If deemed appropriate after such review and discussion, recommend
to the Board that the financial statements be included in the
Company's annual report on Form 10-K.
8. After preparation by management and review by internal audit and
independent accountants, approve the report required under SEC
rules to be included in the Company's annual proxy statement.
9. Discuss with the independent accountants the quality of the
Company's financial and accounting personnel. Also, elicit the
comments of management regarding the responsiveness of the
independent accountants to the Company's needs.
10. Meet with management, internal audit and the independent
accountants to discuss any relevant significant recommendations
that the independent accountants may have, if any, particularly
those characterized as 'material' or 'serious'.
11. Recommend to the Board the selection, retention or termination
of the Company's independent accountants.
-16-
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 Thursday, May 9, 2002 at 9:00 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:
(1) The election of Directors and all nominees listed in
the Proxy Statement except as marked to the contrary below.
GRANTS WITHHOLDS
Leonard Aconsky, Benjamin Gettler, Thomas D. Gettler,
Edward B. Kerin, Stanley I. Rafalo, O.D. ----- -----
(INSTRUCTION: To withhold authority to vote for any individual nominee
or nominees, draw a line through that nominee's name.)
Please mark your votes as indicated in this example X
------
(2) In their discretion, the proxies are authorized to vote upon such 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), AND FOR ON ITEM (2). ------
---
Dated ,2002
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--------------------------------
Signature
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Signature
(When signing in any other capacity
than as an individual, please so
indicate.)
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