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 Pursuant to Section 240.14a-11(c) or Section
240.14a-12
UNIVERSAL MFG. CO.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(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:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement 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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TO THE SHAREHOLDERS OF UNIVERSAL MFG. CO.:
Notice is hereby given that the Annual Meeting of the Shareholders of
UNIVERSAL MFG. CO. will be held at the Omaha Marriott Hotel, 10220 Regency
Circle (I-680 at Dodge Street), Omaha, Nebraska, on November 17, 1998 at
10:00 a.m. for the election of members of the Board of Directors for the
ensuing year, for a vote on the Independent Shareholder proposal set forth in
the enclosed 1998 Proxy Statement and for the transaction of such other
business as may properly come before the meeting.
The date of record for voting at this 1998 Annual Meeting was the close of
business on September 9, 1998. Only holders of common stock as of this
record date are entitled to Notice of and to vote at the aforesaid meeting or
any adjournment thereof.
It is hoped that as many Shareholders as possible will attend in person but
if it will be impossible for you to do so, we request that you sign and
return the enclosed Proxy in the envelope provided. Returning the Proxy does
not prevent a Shareholder from attending the meeting and voting in person.
Enclosed with this Notice is the 1998 Annual Report of the Company.
By order of the Board of Directors.
Donald D. Heupel, President
T. Warren Thompson, Secretary
UNIVERSAL MFG. CO.
405 Diagonal Street
Algona, Iowa 50511
Proxy Statement for
Annual Meeting of Shareholders
of Universal Mfg. Co.
To Be Held November 17, 1998
The enclosed proxy is solicited by the Board of Directors of Universal
Mfg. Co. for use at the Annual Meeting of Shareholders of the Company to be
held on November 17, 1998, and at any adjournment thereof. Such meeting is
to be held at the Omaha Marriott Hotel, 10220 Regency Circle, (I-680 at Dodge
Street), Omaha, Nebraska, and will commence at 10:00 o'clock a.m. Such
solicitation is being made by mail and the Company may also use its officers,
directors and regular employees to solicit proxies from shareholders either
in person or by telephone, telegraph or letter without extra compensation.
Any proxy given pursuant to such solicitation may be revoked by the
shareholder at any time prior to the voting of the proxy. Any revocation of a
proxy may be in writing delivered to the Company or by oral statement of any
shareholder in attendance at the Annual Meeting.
This solicitation is being made by the Company. The entire cost of such
solicitation, which represents the amount normally expended for a solicitation
relating to an uncontested election of directors, plus the amounts related to
the opposition of a shareholder proposal, will be borne by the Company. Such
cost will include the cost of supplying necessary additional copies of the
solicitation material and the annual report to shareholders, for beneficial
owners of shares held of record by brokers, dealers, banks and voting trustees
and their nominees and, upon request, the reasonable expenses of such
recordholders for completing the mailing of such material and report to such
beneficial owners.
Only shareholders of record of the Company's 816,000 shares of Common
Stock outstanding as of the close of business on September 9, 1998, will be
entitled to vote. Each share of Common Stock is entitled to one vote on any
matter which may properly come before the meeting. This proxy statement and
the enclosed form of proxy are being mailed to shareholders on or about
October 8, 1998. The 1998 annual report of the Company to its shareholders is
being mailed to shareholders with this proxy statement.
October 8, 1998
PROPOSALS TO BE VOTED UPON
PROPOSAL 1: ELECTION OF DIRECTORS
The first proposal for the 1998 Annual Meeting is the election of three
directors to hold office until the 2000 Annual Meeting of Shareholders or until
a successor is duly elected and qualified. The following current directors have
been nominated for reelection: Donald D. Heupel, Harry W. Meginnis and T.
Warren Thompson. Detailed information on each is provided in the Current
Directors and Nominees section.
In the absence of instructions to the contrary, the proxies solicited by
the Board of Directors will be voted in favor of the election of the nominees
listed in this proxy statement. If any such nominees shall withdraw or otherwise
become unavailable, which is not expected, the proxies will be voted for a
substitute nominee who will be designated by the Board of Directors.
As indicated in the proxy, where no direction is given with respect to
proposal No. 1, the proxy will be voted for such proposal. Shareholders who
neither submit a proxy nor attend the meeting, along with broker non-votes, will
not be counted as either a vote for or against the election of a director.
Directors will be elected upon receiving a majority of the votes cast in person
or by proxy at the annual meeting, providing a quorum is present.
Shareholders have cumulative voting rights. Each shareholder of
record is entitled to as many votes as the total number of shares of Common
Stock held of record by such shareholder multiplied by the number of
directors to be elected by the shareholders. These votes may be divided
among the total number of directors to be elected or distributed among any
lesser number in such roportion as the shareholder may desire. Unless
otherwise instructed, the proxy holders will vote the proxies received by
them equally for each nominee shown in this proxy statement, reserving the
right, however, to cumulate their votes and distribute them among the
nominees in their discretion. By marking the appropriate box on the form of
proxy, a share-holder may withhold authority to vote for all of the nominees
listed below or, by inserting individual names in the blank space provided,
may withhold the authority to vote for any one or more of such nominees.
Neither shares nor proxies may be voted for a greater number of persons than
the number of nominees shown below.
Management recommends a vote FOR the reelection of the nominated
directors.
PROPOSAL 2: DIRECTOR COMPENSATION LIMITATION
Mr. Robert W. Morrow, of Lincoln, Nebraska, submitted a shareholder
proposal to Management to be presented at the 1998 Annual Meeting which
proposes the implementation of a cap on director compensation based on a
percentage of the Company's previous year's
2
dividend. Detailed information on Mr. Morrow's proposal is provided in the
Shareholder Proposal section.
The affirmative vote of a majority of shares present in person or by
proxy is required for the approval of this proposal. Shareholders who
neither submit a proxy nor attend the meeting, along with broker non-votes,
will not be counted as either a vote for or against the shareholder proposal.
As indicated in the proxy, in the absence of instructions to the contrary,
the proxies solicited by Management will be voted against the shareholder
proposal presented by Mr. Morrow at the 1998 Annual Meeting.
Management recommends a vote AGAINST the imposition of a limitation on
director compensation based on a percentage of the Company's previous year's
dividend.
The Trust Department of the First National Bank of Omaha will tally all
votes cast in person or by proxy for the election of directors and with respect
to the shareholder proposal.
ELECTION OF DIRECTORS
Three directors are to be elected at this Annual Meeting to hold office
until the 2000 Annual Meeting of Shareholders or until a successor is duly
elected and qualified. The Articles of Incorporation of the Company provide for
classification of directors into two classes to be elected in alternate years
for two-year terms. The Company's current Bylaws provide for seven directors,
with three to be elected in 1998 and four to be elected in 1999. All of the
nominees are presently directors of the Company and have been previously elected
by the shareholders.
Management recommends a vote FOR the reelection of the nominated
directors.
CURRENT DIRECTORS AND NOMINEES
The following table contains certain information with respect to the
persons currently serving as directors including those persons nominated for
election at the 1998 Annual Meeting of Shareholders:
Nominees:
Year First
Became Term
Name and Principal Occupation Age Director Expires
----------------------------- --- -------- -------
DONALD D. HEUPEL 51 1985 2000
President of the Company
Algona, Iowa
HARRY W. MEGINNIS 71 1966 2000
Retired
Palm City, Florida
T. WARREN THOMPSON 68 1969 2000
Secretary of the Company
Commercial Real Estate Broker
Wahoo, Nebraska
3
Other Directors:
Year First
Became Term
Name and Principal Occupation Age Director Expires
----------------------------- --- -------- -------
RICHARD R. AGEE 46 1998 1999
Owner and General Manager,
Agee's Automotive Repair & Parking
Lincoln, Nebraska
RICHARD E. McFAYDEN 46 1984 1999
Partner, Perrigrine Partners, a Real
Estate Investment Partnership
Professor of Business and
Associate Director of
Student Services, Buena Vista
University
Omaha, Nebraska
HELEN ANN McHUGH 45 1997 1999
Account Manager, Caltar, Inc.
Santa Fe Springs, California
THOMAS W. RASMUSSEN 36 1997 1999
Professional Consultant
Jeff Sacks Automotive Management Group
La Jolla, California
Richard R. Agee was appointed to the Board of Directors in July of
1998. Mr. Agee is a third generation director who has extensive education in
the automobile industry. Mr. Agee has sixteen years experience in the
automobile industry as the Owner and General Manager of Agee's Automotive
Repair & Parking. In 1987, he was a national finalist in the ASE/NAPA
Technician of the Year competition. Currently, Mr. Agee is involved in
various professional organizations relating to the automobile industry
including the NAPA AutoCare Center of which he has presided as the Local
Group President since 1993.
All directors and nominees for director have been in their respective
occupations for more than the past five years, except Mr. Rasmussen who
worked for Piper Jaffray from 1992 to 1997, and for Arcadia Financial, Ltd.
from 1997 to 1998, before assuming his current position at Jeff Sacks
Automotive Management Group. Ms. McHugh and Mr. Rasmussen are cousins.
There is no standing compensation committee of the Board of Directors.
The Board of Directors acts as a whole as the Company's Audit Committee. As
an Audit Committee, the Board of Directors reviews financial reporting and
accounting matters, including
4
the retaining of certified public accountants. The Board of Directors
generally meets once each quarter. It held four regularly scheduled meetings
during the fiscal year ended July 31, 1998, with each such meeting being a
meeting of the Audit Committee, as well. In addition, the Board held a
special telephone conference meeting in May of 1998.
At the Company's quarterly meeting held July 21, 1998, the Board
adopted a resolution establishing a standing nominating committee to be
elected from its members. The duties of the nominating committee shall be to
recommend to the Board prior to the annual shareholders meeting nominees for
election to the Board for whom the Company will solicit proxies. Also, in
the event of a vacancy, the nominating committee shall recommend to the Board
a nominee to fill such vacancy. The nominating committee will provide the
Board with recommendations for the first time with respect to the directors
to be elected at the 1999 Annual Meeting.
The Board also adopted a resolution setting a deadline for floor
nominations with respect to the election of directors. Nominations for election
to the Board to be considered at the 1999 Annual Meeting must be submitted in
writing no earlier than February 1, 1999 and no later than June 1, 1999.
MANAGEMENT
Executive officers of the Company, and other significant employees of the
Company, are listed below:
Name and Age Current Position and Business History
- ---------------------------------------------------------------------------------------
Donald D. Heupel (51) . . . . . . . . . . . .President of the Company for more than the
past five years.
Harold J. Pursley (54). . . . . . . . . . . .Vice President of the Company since July 21,
1998; Treasurer of the Company since
November 18, 1997.(1)
T. Warren Thompson (68) . . . . . . . . . . .Secretary of the Company for more than the
past five years; Treasurer of the Company
until October 31, 1995
- ---------------------------------------------------------------------------------------
(1) The Board elected Mr. Pursley Treasurer of the Company at its 1997 Annual
Meeting. The Board then appointed Mr. Pursley Vice-President at its
quarterly meeting held on July 21, 1998.
5
COMPENSATION OF PRESIDENT AND DIRECTORS
The following table sets forth all compensation paid or payable by the
Company during the past fiscal year to the President of the Company, Mr. Donald
D. Heupel:
SUMMARY COMPENSATION TABLE
Annual Compensation
- --------------------------------------------------------------------------------
NAME AND ALL OTHER
PRINCIPAL POSITION YEAR(1) SALARY COMPENSATION
- --------------------------------------------------------------------------------
Donald D. Heupel, 1998 $67,255.59(2) $20,156.98(3)
President of the Company
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(1) For fiscal year ended July 31, 1998.
(2) Mr. Donald Heupel was compensated in fiscal 1998 partly by fixed
salary and partly by commission expressed as a percentage of
before-tax profits. Mr. Heupel's fixed salary for fiscal 1997 was
$39,600. His commission percentage was one and one-half percent. The
Board has established a minimum monthly commission to be paid to Mr.
Heupel of $1,500. The total commission compensation paid to Mr. Heupel
for fiscal 1998 was $27,655.59.
(3) Mr. Heupel was paid $18,000 in director fees. This amount also
includes an annual contribution of $2,156.98 made by the Company to
Mr. Heupel's 401(k) account.
All directors of the Company, including Richard W. Agee who resigned on
July 21, 1998, were paid $1,500 per month during the last fiscal year; except
(1) Harry W. Meginnis was paid $19,500 due to a lost check not paid before the
end of the 1997 fiscal year and (2) Mr. Richard R. Agee who was not paid
directors' fees due to his election ten days prior to the end of the 1998 fiscal
year. In addition, Mr. Thompson was paid $2,200 during the last fiscal year for
services rendered in his capacity as Secretary of the Company. Finally, the
Company adopted a 401(k) plan (the "Plan") for its supervisory, clerical and
sales employees, effective January 1, 1997. Mr. Heupel currently participates
in the Plan and Mr. Pursley plans to participate.
6
OWNERSHIP OF VOTING SECURITIES
BY DIRECTORS AND NOMINEES
------------------------------
The following table sets forth the share ownership for each of the
directors and nominees for director as of September 9, 1998:
Name and Address Amount and
of Nature of Beneficial Percent
Title of Class Beneficial Owner Ownership of Class
-------------- ---------------- --------- ---------
Common Stock Richard R. Agee 300 0.04%
5300 Bridle Lane
Lincoln, NE 68516
Common Stock Donald D. Heupel 500(1) 0.06%
219 South Avenue
Algona, IA 50511
Common Stock Richard E. McFayden 20,690 2.53%
672 Fairwood Lane
Omaha, NE 68132
Common Stock Helen Ann McHugh 2,555 0.31%
546 North Marengo Avenue
Pasadena, CA 91101
Common Stock Harry W. Meginnis 2,700 0.33%
12776 Mariner Court
Palm City, FL 34990
Common Stock Thomas W. Rasmussen 53,300(2) 6.53%
P.O. Box 61428
Denver, Colorado 80206
Common Stock T. Warren Thompson 2600(3) 0.32%
1600 N. Chestnut
Wahoo, Nebraska 68066
- --------------
(1) Includes 500 shares owned by him and his wife as joint tenants with respect
to which Mr. Heupel may be regarded as having shared voting power and
shared investment power.
(2) According to a Schedule 13D Amendment filed with the SEC on June 5, 1998,
Mr. Rasmussen disclosed that he had sole voting power over 100 shares;
shared voting power over 53,200 shares held by him as trustee of a trust of
which he is one of four beneficiaries and sole dispositive power over
53,300 shares, including 100 shares held by him directly and 53,200 shares
held by him as trustee of the aforementioned trust.
(3) Includes 2400 shares owned by Mr. Thompson's daughter, Katharyn Mary
Thompson Wyckoff, to which Mr. Thompson may be regarded as having shared
voting and investment power.
7
In addition to the shared voting power and shared investment power
indicated in the above footnotes, spouses of the persons listed may be regarded
as having beneficial ownership and shared voting power and shared investment
power with respect to the shares shown.
The following table sets forth certain information as to the shares of
Common Stock beneficially owned by all officers and directors of the Company as
a group as of September 9, 1998:
Amount and Nature of
Title of Class Beneficial Ownership Percent of Class
-------------- -------------------- ----------------
Common Stock 82,645(1) 10.13%
- --------------
(1) Includes 56,100 shares with respect to which members of the group may be
regarded as having shared voting power and/or shared investment power.
SHAREHOLDER PROPOSAL: DIRECTOR COMPENSATION LIMITATION
Mr. Robert W. Morrow, of Lincoln, Nebraska, has informed the Company that
he intends to present the following proposal at the 1998 Annual Meeting:
"Proposed that the total director fees for the entire Board of
Directors be limited to ten percent (10%) of the Company's previous
year's dividend."
STATEMENT OF MR. MORROW AS THE PROPONENT
During the 1990s, many companies' dividends have increased on a regular
basis. The market capitalization has also grown at well-run companies during
the past eight years. Universal Manufacturing's dividend has increased three
times and been cut three times. Its market capitalization rose to $14,315,000,
but now (as of August 7, 1998) stands at $8,180,000 - that's a decrease of
$6,135,000, or forty-three percent (43%) from the year's high. The total market
cap currently stands at a level lower than it did in 1989. The director's
compensation is high compared to most publicly-traded companies, as a percentage
of dividends, revenues or net income. Let's not overpay them for the job they
have done. I urge you to vote for this shareholder proposal.
MANAGEMENT'S STATEMENT IN OPPOSITION TO THE PROPOSAL
Management disclaims any responsibility for the accuracy or content of the
proposal and supporting statement, which are presented as received from the
proponent. The proponent's remarks upon capitalization, even if accurate,
relate to market conditions and not the Company's performance which for fiscal
year 1998 was the third best ever.
8
The proposed structure for calculating director compensation places
directors in a conflicted position. The Company's best interest, as to growth
and changes in economic conditions, at certain times makes it advisable to
accumulate capital. The proposed compensation structure makes the amount of
director compensation directly dependent on the amount of the Company's previous
year's dividend. Directors should be free to determine dividend policy without
having to consider the effect on their own future compensation.
Management believes that the imposition of such a limitation on director
compensation would significantly impair the Company's ability to attract,
motivate and retain highly qualified individuals for the director positions.
Our directors sacrifice time and attention from their principal
occupations in order to serve the Company. Directors spend a significant
amount of time each year on Company matters and are required to travel, at
least four times a year, to Omaha, Nebraska or Algona, Iowa, for the
Company's directors' meetings. It is appropriate for the Company to
compensate its directors for such service. Our Company is small, but the
amount of responsibility and time required of a director are significant.
The Company has only two operating officers. The direction and advice
provided by Board members permits significant savings in executive
compensation.
Management believes that the current compensation structure for the
Company's directors is well within the range for comparable companies and that
it is fair and appropriate in light of the obligations and responsibilities of
corporate directors.
Management recommends a vote AGAINST the imposition of a limitation on
director compensation based on a percentage of the Company's previous year's
dividend.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "SEC"). Officers, directors and greater than ten-percent shareholders are
required by a SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on review of the copies of such forms furnished to the
Company, or written representations that no Forms 5 were required, the Company
believes that during the last fiscal year its officers, directors and greater
than ten-percent beneficial owners complied with applicable Section 16(a) filing
requirements.
9
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth the names and certain information with
respect to each person who, as of September 9, 1998, was known by the Company to
be the beneficial or record owner of more than five percent (5%) of the
Company's Common Stock:
Title of Class Name and Address Amount and Nature Percent
- -------------- of of Beneficial of
Beneficial Owner Ownership Class
---------------- ----------------- -------
Common Stock Eloise Rogers Agee 75,592(1) 9.26%
2541 Woodleigh Lane
Lincoln, NE 68502
Common Stock Cede & Co. 408,616(2) 50.08%
Box 20
Bowling Green Station
New York, NY 10004
Common Stock Mary McFayden Donahue 46,258 5.67%
1301 South 80th Street
Omaha, NE 68124
Common Stock Patricia Ann Rasmussen 46,136 5.65%
93 Palma Drive
Rancho Mirage, CA 92270
Common Stock Thomas Rasmussen 53,300(3) 6.50%
P.O. Box 61428
Denver, Colorado 80206
- --------------
(1) Includes four shares owned by her husband, Richard W. Agee, with respect to
which Mrs. Agee may be regarded as having shared voting power and shared
investment power.
(2) The Company's stock transfer records reflect that these shares are held in
nominee name. The Company believes these shares are beneficially owned by
more than one beneficial owner.
(3) According to a Schedule 13D Amendment filed with the SEC on June 5, 1998,
Mr. Rasmussen disclosed that he had sole voting power over 100 shares;
shared voting power over 53,200 shares held by him as trustee of a trust of
which he is one of four beneficiaries and sole dispositive power over
53,300 shares, including 100 shares held by him directly and 53,200 shares
held by him as trustee of the aforementioned trust.
In addition to the persons listed above, any spouses of the persons listed
may be regarded as having beneficial ownership and shared voting power and
shared investment power with respect to the shares shown.
10
FINANCIAL STATEMENTS
The Company's annual report for the fiscal year ended July 31, 1998,
including financial statements, has accompanied or preceded the mailing of this
proxy statement.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH SHAREHOLDER SOLICITED A
COPY OF ITS ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION ON FORM
10-KSB, INCLUDING THE FINANCIAL STATEMENTS AND THE SCHEDULES THERETO, FOR THE
FISCAL YEAR ENDED JULY 31, 1998. A WRITTEN REQUEST FOR SUCH REPORT SHOULD BE
DIRECTED TO DONALD D. HEUPEL, PRESIDENT, UNIVERSAL MFG. CO., 405 DIAGONAL
STREET, ALGONA, IOWA 50511.
AUDIT MATTERS
The Board of Directors of the Company at its meeting of July 21, 1998,
selected the accounting firm of Deloitte & Touche LLP, independent certified
public accountants, to conduct the audit examination of the Company and its
subsidiary for the fiscal year ending July 31, 1999, and to prepare the
Company's corporate income tax returns for the same fiscal year.
Representatives of the firm of Deloitte & Touche LLP are expected to be
present at the Annual Meeting of Shareholders. Such representations will
have the opportunity to make a statement if they desire to do so and are
expected to be available to respond to appropriate questions from
shareholders.
SHAREHOLDERS' PROPOSALS
In order for any proposal of shareholders to be presented as an item of
business at the 1999 Annual Meeting of Shareholders of the Company, the proposal
must be received at the Company's principal executive offices no later than May
27, 1999.
OTHER MATTERS
The Board of Directors knows of no other matter to be acted upon at the
meeting. However, if any other matter is lawfully brought before the meeting,
the shares covered by the proxy in the accompanying form will be voted on such
matter in accordance with the best judgment of the persons acting under such
proxy.
By Order of the Board of Directors
Donald D. Heupel
President
October 8, 1998
11
------------------------------------
Signature
------------------------------------
Signature
(When signing as attorney,
executor, administrator, trustee,
guardian or conservator, or
officer of a corporation, give
full title. All joint tenants
must sign.)
------------------------------------
Signature
------------------------------------
Signature
(When signing as attorney,
executor, administrator, trustee,
guardian or conservator, or
officer of a corporation, give
full title. All joint tenants
must sign.)
UNIVERSAL MFG. CO.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS ON NOVEMBER 17, 1998
The undersigned hereby constitutes and appoints Richard E. McFayden and
Thomas W. Rasmussen, or either of them, or any substitute appointed by either of
them, the undersigned's agents, attorneys and proxies to vote the number of
shares the undersigned would be entitled to vote if personally present at the
Annual Meeting of Shareholders of UNIVERSAL MFG. CO. to be held at the Omaha
Mariott Hotel, 10220 Regency Circle, Omaha, Nebraska, on the 17th day of
November, 1998, at 10:00 a.m., or at any adjournment thereof.
(1) Election of Directors
/ / FOR the following nominees, for the terms of office designated in the
Company's Proxy Statement, except those listed in the blank space
below: Donald D. Heupel, Harry W. Meginnis, T. Warren Thompson
--------------------------------------------------------------------
/ / WITHHOLD authority to vote for the above-listed nominees.
INSTRUCTIONS: To withhold authority to vote for any specific nominee
or nominees, the name of such nominee or nominees for whom authority
is to be withheld should be printed on the blank line provided above.
To withhold authority to vote for all of the above-listed nominees,
the box next to the word "WITHHOLD" should be marked.
(2) Independent Shareholder's Proposal as set forth in the 1998 Proxy
Statement: / / FOR / / AGAINST
(3) In their discretion on any other matters that may properly come before the
meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND WILL BE
VOTED AS DIRECTED. IF NO DIRECTION IS INDICATED WITH RESPECT TO PROPOSAL (1), IT
WILL BE VOTED FOR SUCH PROPOSAL. IF NO DIRECTION IS INDICATED WITH RESPECT TO
PROPOSAL (2), IT WILL BE VOTED AGAINST SUCH PROPOSAL.
DATED: , 1998.
------------
UNIVERSAL MFG. CO.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS ON NOVEMBER 17, 1998
The undersigned hereby constitutes and appoints Richard E. McFayden and
Thomas W. Rasmussen, or either of them, or any substitute appointed by either of
them, the undersigned's agents, attorneys and proxies to vote the number of
shares the undersigned would be entitled to vote if personally present at the
Annual Meeting of Shareholders of UNIVERSAL MFG. CO. to be held at the Omaha
Mariott Hotel, 10220 Regency Circle, Omaha, Nebraska, on the 17th day of
November, 1998, at 10:00 a.m., or at any adjournment thereof.
(1) Election of Directors
/ / FOR the following nominees, for the terms of office designated in the
Company's Proxy Statement, except those listed in the blank space
below: Donald D. Heupel, Harry W. Meginnis, T. Warren Thompson
--------------------------------------------------------------------
/ / WITHHOLD authority to vote for the above-listed nominees.
INSTRUCTIONS: To withhold authority to vote for any specific
nominee or nominees, the name of such nominee or nominees for whom
authority is to be withheld should be printed on the blank line
provided above. To withhold authority to vote for all of the
above-listed nominees, the box next to the word "WITHHOLD" should
be marked.
(2) Independent Shareholder's Proposal as set forth in the 1998 Proxy
Statement: / / FOR / / AGAINST
(3) In their discretion on any other matters that may properly come before the
meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND WILL BE
VOTED AS DIRECTED. IF NO DIRECTION IS INDICATED WITH RESPECT TO PROPOSAL (1), IT
WILL BE VOTED FOR SUCH PROPOSAL. IF NO DIRECTION IS INDICATED WITH RESPECT TO
PROPOSAL (2), IT WILL BE VOTED AGAINST SUCH PROPOSAL.
DATED: , 1998.
------------