Edgar Filing: LINDSAY MANUFACTURING CO

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
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 Rule 14a-12

Lindsay Manufacturing Co.
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(Name of Registrant as Specified in Its Charter)

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LINDSAY MANUFACTURING CO.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

JANUARY 29, 2002

The Annual Meeting of Stockholders of Lindsay Manufacturing Co. (the
"Company") will be held at the Embassy Suites Hotel, 555 South 10th Street,
Omaha, Nebraska, on Tuesday, January 29, 2002, at 8:30 a.m., Central Standard
Time, for the following purposes:

(1) To elect a director for a term ending in 2005.

(2) To ratify the appointment of KPMG LLP as independent auditors for
the Company for the fiscal year ending August 31, 2002.

(3) To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.

Enclosed herewith is a Proxy Statement setting forth information with
respect to the election of the director and the ratification of the appointment
of independent auditors.

Only stockholders holding shares of Common Stock of record at the close
of business on December 14, 2001 are entitled to notice of, and to vote, at the
meeting.

Stockholders, whether or not they expect to be present at the Annual
Meeting, are requested to sign and date the enclosed proxy which is solicited on
behalf of the Board of Directors and return it promptly in the envelope enclosed
for that purpose. Any person giving a proxy has the power to revoke it at any
time, and stockholders who are present at the Annual Meeting may withdraw their
proxies and vote in person.

By Order of the Board of Directors

/s/ BRUCE C. KARSK
----------------------------------
Bruce C. Karsk, Secretary

Omaha, Nebraska
December 26, 2001

IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER SOLICITATION FOR PROXIES TO ENSURE A QUORUM AT THE ANNUAL MEETING.

LINDSAY MANUFACTURING CO.
2707 North 108th Street, Suite 102
Omaha, Nebraska 68164

---------------------

PROXY STATEMENT
for

ANNUAL MEETING OF STOCKHOLDERS
of
COMMON STOCK

This Proxy Statement is furnished in connection with the solicitation
of proxies for use at the Annual Meeting of Stockholders of Lindsay
Manufacturing Co. (the "Company") to be held on Tuesday, January 29, 2002 at the
time and place and for the purposes set forth in the accompanying Notice of
Annual Meeting of Stockholders. The principal executive offices of the Company
are at 2707 North 108th Street, Suite 102, Omaha, Nebraska 68164. This Proxy
Statement and the proxy cards are first being mailed to stockholders on or about
December 26, 2001.

The accompanying proxy is solicited on behalf of the Board of Directors
of the Company and is revocable at any time before it is exercised by written
notice of termination given to the Secretary of the Company or by filing with
him a later-dated proxy. Furthermore, stockholders who are present at the Annual
Meeting may withdraw their proxies and vote in person. All shares of the
Company's Common Stock represented by properly executed and unrevoked proxies
will be voted by the Board of Directors of the Company in accordance with the
directions given therein. Where no instructions are indicated, proxies will be
voted "FOR" each of the proposals set forth in this Proxy Statement for
consideration at the Annual Meeting. In addition, the directors believe shares
held by executive officers and directors of the Company will be voted "FOR" each
such proposal. Such shares represent approximately 3.4% of the total shares
outstanding as of December 14, 2001. Shares of Common Stock entitled to vote and
represented by properly executed, returned and unrevoked proxies will be
considered present at the meeting for purposes of determining a quorum,
including shares with respect to which votes are withheld, abstentions are cast
or there are broker nonvotes.

VOTING SECURITIES AND BENEFICIAL OWNERSHIP
THEREOF BY PRINCIPAL STOCKHOLDERS,
DIRECTORS AND OFFICERS

Only holders of Common Stock of record at the close of business on
December 14, 2001 are entitled to vote at the Annual Meeting. At the record
date, there were 11,638,674 shares of Common Stock which were issued and
outstanding. Each share of Common Stock is entitled to one vote upon each matter
to be voted on at the Annual Meeting. Stockholders do not have the right to
cumulate votes in the election of directors.

The following table sets forth, as of December 14, 2001, the beneficial
ownership of the Company's Common Stock by each director, by each of the
executive officers named in the Summary Compensation Table, by all present
executive officers and directors of the Company as a group and by each other
person believed by the Company to beneficially own more than 5% of the
outstanding shares of the Company's Common Stock:

NUMBER OF SHARES PERCENT
NAME BENEFICIALLY OWNED(1) OF CLASS
------------------------------ --------------------- ---------

DIRECTORS AND EXECUTIVE OFFICERS
Howard G. Buffett, Director and incoming Chairman of the Board 41,626(2) *
Michael N. Christodolou, Director 11,378(2) *
John W. Croghan, Director and Chairman of the Board (3) 112,503(2) *
Larry H. Cunningham, Director 5,060(2) *
William F. Welsh II, Director 10,000(2) *
Richard W. Parod, Director, President and Chief Executive Officer 62,800(2) *
Matthew T. Cahill, Vice President--Manufacturing 0(2) *
Dirk A. Lenie, Vice President of Marketing 100(2) *
Bruce C. Karsk, Executive Vice President, Chief Financial Officer, 156,682(2) 1.3
Treasurer and Secretary
Robert S. Snoozy, Vice President--Domestic Sales 85,195(2) *
All executive officers and directors as a group
(13 persons) 640,599(2) 5.4
OTHER SHAREHOLDERS
Ontario Teachers' Pension Plan Board (4) 1,735,830(6) 14.9
Gary D. Parker (5) 750,507(6) 6.4

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* Represents less than 1% of the outstanding Common Stock of the Company

(1) Each stockholder has sole voting and investment power over the shares he
beneficially owns, and all such shares are owned directly by the individual
or their spouse unless otherwise indicated.

(2) Includes 40,490, 11,132, 15,180, 5,060, 0, 60,000, 0, 0, 0, 51,000 and
244,362 shares which may be acquired currently or within 60 days of December
14, 2001 pursuant to the exercise of options by Messrs. Buffett,
Christodolou, Croghan, Cunningham, Welsh, Parod, Cahill, Lenie, Karsk and
Snoozy and the executive officers and directors as a group, respectively.

(3) Mr. Croghan will end his term as a director on January 29, 2002.

(4) Ontario Teachers' Pension Plan Board, 5650 Yonge Street, 5th Floor, Toronto,
Canada M2M 4H5.

(5) 6272 Country Club Drive, Columbus, Nebraska 68601. Mr. Parker is the former
Chairman and Chief Executive Officer of the Company.

(6) Based on Schedules 13D, 13F and 13G reports filed with the Securities and
Exchange Commission with respect to the Company's Common Stock, or based on
the Company's registered shareholders list.

ELECTION OF DIRECTOR

BOARD OF DIRECTORS AND COMMITTEES

The Board has nominated Michael N. Christodolou to serve as director
for an additional three-year term and proxies submitted pursuant to this
solicitation will be voted, unless specified otherwise, for the election of Mr.
Christodolou. Mr. Christodolou has expressed an intention to continue to serve,
if elected, and the Board of Directors knows of no reason why he might be
unavailable to continue to serve, if elected. If Mr. Christodolou is unable to
continue to serve, the shares represented by all valid proxies will be voted for
the election of such substitute nominee as the Board of Directors may recommend.
There are no arrangements or understandings between Mr. Christodolou and any
other person pursuant to which he was nominated to serve on the Board of
Directors.

The election of a director requires the affirmative vote of a plurality
of the shares present in person or represented by proxy at the meeting and
entitled to vote. Consequently, votes withheld and broker nonvotes with respect
to the election of the director will have no impact on the election of the
director. THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
ELECTION OF MR. CHRISTODOLOU.

Mr. John W. Croghan will end his term as director as of the date of the
Annual Meeting in accordance with the provision of the Company's bylaws that
does not allow persons over the age of 70 to be nominated or re-nominated to
serve on the Board of Directors. As a result, the entire Board of Directors will
consist of five members after January 29, 2002. Howard Buffett will become
Chairman of the Board of Directors as of that date. The following table sets
forth certain information regarding the directors of the Company. All members of
the Board of Directors have held the positions with the companies (or their
predecessors) set forth under "Principal Occupation" for at least five years,
unless otherwise indicated.

PRINCIPAL DIRECTOR TERM TO
NAME AGE OCCUPATION SINCE EXPIRE
---- --- ---------- -------- -------

NOMINEE
Michael N. Christodolou 40 Founder and Managing Partner of Inwood 1999 2002
Capital Partners, L.P.(1)

DIRECTORS CONTINUING IN OFFICE

Larry H. Cunningham 57 Senior Vice President, Corporate Affairs 2000 2003
for Archer Daniels Midland Company(2)
Richard W. Parod 48 President and Chief Executive Officer of 2000 2003
Lindsay Manufacturing Co.(3)
Howard G. Buffett 47 President of The Howard G. Buffett 1995 2004
Foundation(4)
William F. Welsh II 60 Chairman of the Board of Election Systems 2001 2004
& Software(5)

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(1) From 1993 to 1999, Mr. Christodolou was Director of Equity Investments of
Barbnet Investment Co. (formerly known as Thomas M. Taylor & Co.), an
investment consulting firm providing services to various entities associated
with certain members of the Bass Family of Fort Worth, Texas. Mr.
Christodolou joined Thomas M. Taylor & Co. in 1988 as an investment analyst.

(2) Prior to joining Archer Daniels Midland Company in 1993, Mr. Cunningham was
employed by A.E. Staley Manufacturing Company from 1965 to 1990. Mr.
Cunningham is currently on the Board of Trustees for Millikin University and
the James Millikin Trust.

(3) Prior to joining the Company, Mr. Parod was the Vice President and General
Manager of Toro Irrigation from 1997. From 1993 to 1997, he was an executive
officer of James Hardie Irrigation, serving as President 1994 to 1997.

(4) From 1995 to 2001, Mr. Buffett served as Chairman of the Board of Directors
of The GSI Group. Mr. Buffett was Corporate Vice President, Assistant to the
Chairman and director of Archer Daniels Midland Company from 1992 to 1995
and a County Commissioner of Douglas County, Nebraska from 1989 to 1992. Mr.
Buffett is also a director of Berkshire Hathaway, Inc. and Coca-Cola
Enterprises, Inc.

(5) From 1995 to 2000, Mr. Welsh was President and Chief Executive Officer of
Election Systems & Software. Mr. Welsh is also Chairman and Director of
Ballantyne of Omaha, Inc.

Information regarding executive officers of the Company is found in the
Company's Annual Report which has been supplied with this Proxy Statement.

The Board of Directors conducts its business through meetings of the
Board and actions taken by written consent in lieu of meetings and by the
actions of its committees. During the fiscal year ended August 31, 2001, the
Board of Directors held nine meetings. Except for Director Cunningham, who
attended six of the nine meetings of the Board of Directors, and Director
Buffett, who attended two of the three meetings of the Nominating Committee, all
directors attended 75% or more of the meetings of the Board of Directors and of
the committees of the Board of Directors on which they served during fiscal
2001.

The Board of Directors has established three standing committees:
Audit, Compensation and Nominating.

AUDIT COMMITTEE. The functions performed by the Audit Committee include
reviewing periodically with independent auditors the performance of the services
for which they are engaged, including reviewing the scope of the annual audit
and its results, reviewing the year-end financials and the Security and Exchange
Commission Form 10-K prior to its filing, reviewing quarterly financial results
prior to their release to the public, reviewing the scope and results of the
Company's internal auditing function, reviewing the adequacy of the Company's
internal accounting controls with management and auditors and reviewing fees
charged by the Company's independent auditors. The Audit Committee was composed
of Directors Cunningham, Christodolou and Croghan until April 2001 when Mr.
Welsh was appointed as an additional member of the Audit Committee. Mr.
Christodolou is the Chairman of the Audit Committee. The Audit Committee held
five meetings during fiscal 2001.

COMPENSATION COMMITTEE. The Compensation Committee reviews and approves
compensation policy, changes in salary levels and bonus payment and awards
pursuant to the Company's management incentive plans and also makes stock option
and other grants pursuant to the Company's long-term incentive plans. The
Compensation Committee consists of Directors Cunningham, Buffett, Christodolou
and Croghan. Mr. Cunningham is the Chairman of the Compensation Committee. The
Compensation Committee held six meetings during fiscal 2001.

NOMINATING COMMITTEE. The Nominating Committee is responsible for
nominating persons to serve as directors of the Company. The Nominating
Committee will consider nominees recommended by security holders which are
submitted in the manner described under "Submission of Stockholder Proposals."
The Nominating Committee currently consists of Directors Buffett, Christodolou
and Welsh, although each of Directors Croghan and Cunningham served on the
Nominating Committee at various times during fiscal 2001. Director Buffett is
the Chairman of the Nominating Committee. The Nominating Committee held three
meetings during fiscal 2001.

COMPENSATION OF DIRECTORS

Directors who are not employees of the Company are paid $24,000
annually, plus $1,200 per day for attending meetings of the Board of Directors
and $600 per day for any teleconference meetings or for attending any separate
meetings of committees of the Board of Directors or other meetings at the
request of the Company. In addition, the non-executive Chairman is paid $12,000
per year for serving as Chairman of the Company and the Chairman of each of the
Audit and Compensation Committees are paid $4,000 per year for serving as
Chairman of their respective committee. Directors are reimbursed for expenses
they incur in attending meetings. Directors may also receive per diem fees for
other services performed on behalf of the Company in amounts up to $600 per day
for which payment is authorized or approved by the Board of Directors.
Non-employee directors receive automatic awards of nonqualified options to
purchase Common Stock. Continuing non-employee directors received a fixed annual
grant of options to purchase 5,062 shares of Common Stock on September 3 of each
year. A new director will receive an initial grant of options to purchase 25,312
shares of Common Stock on the first 3rd of September occurring after he or she
becomes a Director. No other grants of stock options can be made to non-employee
directors. In all cases, the exercise price for options granted to non-employee
directors is equal to the closing price of the Common Stock on the date of the
grant. Options granted to a non-employee director vest 20% per year over a
five-year period. During fiscal 2001, the Company granted Mr. Cunningham options
to purchase 25,312 shares of Common Stock and each of Messrs. Buffett,
Christodolou and Croghan options to purchase 5,062 shares of Common Stock, all
at an exercise price of $18.25 per share. During fiscal 2001, Director Croghan
exercised options to purchase 25,310, 5,060, 5,060, 5,060 and 5,060 shares of
Common Stock at exercise prices of $6.17, $9.26, $9.48, $8.52 and $10.22,
respectively.

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth information regarding the annual and
long-term compensation awarded to, earned by, or paid by the Company and its
subsidiaries to the Chief Executive Officer and the other four highest paid
executive officers of the Company for services rendered during the three fiscal
years ended August 31, 2001, 2000 and 1999.

SUMMARY COMPENSATION TABLE

LONG-TERM COMPENSATION
----------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------- ------ -------
(A) (B) (C) (D) (E) (F) (G) (H) (I)
SECURITIES
RESTRICTED UNDERLYING
OTHER ANNUAL STOCK OPTIONS/ LTIP ALL OTHER
NAME AND PRINCIPAL SALARY BONUS(1) COMPENSATION(2) AWARD(S)(3) SARS PAYOUTS(4) COMPENSATION(5)
POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
----------------------- ------- --------- --------- --------------- ----------- ----------- ---------- -----------------

Richard W. Parod 2001 300,000 54,000 49,787 -- -- -- 7,960
President and Chief
Executive Officer 2000 115,385 150,000 -- -- 350,000 -- 2,253

1999 -- -- -- -- -- -- --

Bruce C. Karsk 2001 173,461 17,680 -- -- 7,500 -- 18,768
Executive Vice
President, Secretary 2000 154,688 90,000 -- -- -- -- 19,538
and Treasurer
1999 147,457 90,000 -- 59,063 -- -- 20,140

Dirk A. Lenie 2001 109,558 28,775 65,766 -- 20,000 -- 1,148
Vice President--
Marketing 2000 -- -- -- -- -- -- --

1999 -- -- -- -- -- -- --

Robert S. Snoozy 2001 125,000 9,000 46,199 -- 7,500 -- 10,093
Vice President--
Domestic Sales 2000 103,032 93,966 -- -- -- -- 10,717

1999 99,216 81,679 -- 22,313 7,500 -- 11,448

Matthew T. Cahill 2001 108,173 20,208 43,234 -- 20,000 -- 1,063
Vice President--
Manufacturing 2000 -- -- -- -- -- -- --

1999 -- -- -- -- -- -- --

-----------------------

(1) For fiscal 2001, includes bonuses paid to Messrs. Lenie and Cahill
upon their acceptances of employment with the Company at $20,000 and $10,000
respectively. For fiscal 2000, includes a bonus paid to Mr. Parod upon his
acceptance of employment with the Company of $75,000.

(2) These amounts for fiscal 2001 consist of moving expenses and
associated employment taxes related to the nondeductible portion of moving
expenses of $34,787, $65,766, $46,199 and $43,234 for Messrs. Parod, Lenie,
Snoozy and Cahill, respectively. In addition, during fiscal 2001, Mr. Parod was
granted personal use of a Company automobile valued at $15,000.

(3) Represents restricted stock awards of (i) 3,375 shares to Mr. Karsk
in fiscal 1999 and (ii) 1,050 shares to Mr. Snoozy in fiscal 1999 (relating to
fiscal 1998). The restricted stock awards vest two years from the date of grant
and participate in dividends on a nonpreferential basis. At August 31, 2001, (i)
the value of the award to Mr. Karsk of 3,375 shares in fiscal 1999 was $63,788
and (ii) the value of the fiscal 1999 award to Mr. Snoozy of 1,050 shares was
$19,845.

(4) The Company does not have a long-term incentive plan as defined in
Item 402 of Regulation S-K under the Securities Exchange Act of 1934, as
amended.

(5) These amounts for fiscal 2001 consist of defined contributions and
matching contributions for calendar year 2000 to the Company's defined
contribution profit-sharing and 401(k) plan of $5,097, $8,497, $0, $8,090 and $0
for Messrs. Parod, Karsk, Lenie, Snoozy and Cahill, respectively, and of fiscal
2001 premiums for supplemental life and disability insurance (and, in the case
of Mr. Karsk, the value of split-dollar supplemental term life insurance) of
$2,873, $10,271, $1,148, $2,003 and $1,063, for Messrs. Parod, Karsk, Lenie,
Snoozy and Cahill, respectively.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

The following table sets forth certain information relating to options
granted during fiscal 2001 to executive officers of the Company whose
compensation is reported in the Summary Compensation Table.

POTENTIAL REALIZED
VALUE AT ASSUMED ANNUAL
RATES OF STOCK PRICE
APPRECIATION FOR
OPTION TERM(2)
----------------------
(A) (B) (C) (D) (E) (F) (G)
NUMBER OF %
SECURITIES OF TOTAL
UNDERLYING OPTIONS/SARs
OPTIONS/SARs GRANTED TO EXERCISE OR
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION
NAME (#)(1) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
------ ------------ ------------- ------------ ---------- ----- ------

Richard W. Parod -- -- -- -- -- --
Bruce C. Karsk 7,500 5.7% $18.50 April 27, 2011 87,259 221,132
Dirk A. Lenie 20,000 15.1% $18.50 April 27, 2011 232,692 589,684
Robert S. Snoozy 7,500 5.7% $18.50 April 27, 2011 87,259 221,132
Matthew T. Cahill 20,000 15.1% $18.50 April 27, 2011 232,692 589,684

---------------------------

(1) The exercise price of all options granted during fiscal 2001 is equal to the
fair market value of the Company's Common Stock on the date of grant. Each
option expires ten years from the date of grant. No stock appreciation rights
(SARs) were granted during fiscal 2001.

(2) The dollar amounts set forth under these columns are the result of
calculations of assumed annual rates of Common Stock price appreciation from the
respective dates of the grant to the respective expiration dates of the options
of 5% and 10%. These assumptions are not intended to forecast future price
appreciation of the Company's Common Stock. The Company's stock price may
increase or decrease in value over the time period set forth above.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES

The following table sets forth certain information concerning options
exercised during fiscal 2001, the number of unexercised options and the value of
unexercised options at the end of fiscal 2001 for the executive officers of the
Company whose compensation is reported in the Summary Compensation Table.

(A) (B) (C) (D) (E)

NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS/SARs AT
OPTIONS/SARs AT FISCAL YEAR
FISCAL YEAR END(#) END($)(1)
SHARES ACQUIRED VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) ($)(1) UNEXERCISABLE UNEXERCISABLE
------ --------------- -------------- ----------------- ---------------

Richard W. Parod -0- -0- 60,000/290,000 294,000/1,421,000
Bruce C. Karsk -0- -0- -0-/ 7,500 -0-/ 3,000
Dirk A. Lenie -0- -0- -0-/ 20,000 -0-/ 8,000
Robert S. Snoozy -0- -0- 48,000/ 15,000 406,213/ 19,144
Matthew T. Cahill -0- -0- -0-/ 20,000 -0-/ 8,000

--------------------
(1) Based on the difference between the closing sale price of the Common Stock
on August 31, 2001 and the related option exercise price.

EMPLOYMENT AGREEMENT

The Company entered into an employment agreement with Richard Parod,
its President and Chief Executive Officer, effective April 5, 2000 (the
"Agreement"). Under the Agreement, Mr. Parod receives a base salary, subject to
annual review and adjustment by the Compensation Committee of the Board of
Directors, and is entitled to an annual incentive bonus with a target of 60% of
his annual salary and an actual payout of 0% to 120% of his annual salary based
on individual and/or Company performance.

Under the terms of his employment agreement, Mr. Parod was granted a
total of 350,000 non-qualified stock options. The exercise price of these
options is equal to the fair market value of the Company's Common Stock on the
date of grant. Options for 300,000 shares granted to Mr. Parod become
exercisable 20% per year beginning on April 5, 2001 through April 5, 2005. The
remaining 50,000 options will become exercisable on (i) the first day following
completion of a 20 business day period during which the fair market value of the
Company's Common Stock exceeds $40 per share provided the period occurs prior to
April 5, 2005 or (b) April 5, 2009. All of Mr. Parod's options will vest
immediately in the event of (a) a dissolution or liquidation of the Company, (b)
a sale of substantially all the assets of the Company, (c) a merger or other
combination involving the Company after which the owners of the Company
immediately prior to such merger or combination own less than 50% of the
outstanding shares of the Company, or (d) the acquisition of more than 50% of
the Company's Common Stock by any person through a tender offer or otherwise.
The options granted to Mr. Parod expire ten years from the date of grant.

REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION

The report is not deemed to be "soliciting material" or to be "filed"
with the Securities and Exchange Commission (the "SEC") or subject to the SEC's
proxy rules or to the liabilities of Section 18 of the Securities Exchange Act
of 1934 (the "1934 Act"), and the report shall not be deemed to be incorporated
by reference into any prior or subsequent filing by the Company under the
Securities Act of 1933 or the 1934 Act.

The Compensation Committee of the Board of Directors is comprised of
Larry H. Cunningham (as Chairman), Howard G. Buffett, Michael N. Christodolou
and John W. Croghan, each of whom is an independent director of the Company. The
Compensation Committee is responsible for setting policies with respect to
compensation of the Company's executive officers.

EXECUTIVE OFFICER COMPENSATION. The Compensation Committee endeavors to
implement an executive compensation program that is effective in attracting,
retaining and motivating the executive officers upon whom the Company relies to
develop and implement its business strategy. The overall goal of the Company's
compensation program is to maximize shareholder value. Accordingly, an important
component of our compensation philosophy is to closely align the financial
interests of the Company's executive officers with those of the shareholders.

During fiscal 2001, the Company utilized a compensation package that
provided its executive officers with a base salary, benefits and opportunities
to receive performance bonuses as well as grants of stock options, under our
existing long-term incentive plans. Base salaries were established based on the
executive officers' prior salary and our view of the base salary levels for
executive officers with comparable positions and responsibilities in similar
companies. The remaining portion of each executive officer's fiscal 2001
compensation was directly related to the success of the Company. This was
accomplished in two ways.

First, for fiscal 2001, the Company implemented a management incentive
plan (the "Incentive Plan") that directly correlates employee bonuses to the
achievement of both corporate and individual performance objectives. The
Compensation Committee engaged William M. Mercer, Incorporated, an international
consulting company, to assist it in the development of the Incentive Plan. The
Compensation Committee is responsible for approving objectives and otherwise
administering the implementation of the Incentive Plan with respect to the
executive officers. Under the Incentive Plan, a target bonus of 60% of base
salary was established for the Chief Executive Officer, and a target bonus of
35% of base salary was established for the other Named Executive Officers.
Achievement of corporate objectives relating to specific financial measures
account for 80% of the total potential bonus paid to Named Executive Officers
under the Incentive Plan. Individual performance objectives, tailored to each
officer's area of responsibility, account for the remaining 20% of the total
potential bonus under the Incentive Plan. Measurable performance objectives were
established for each Named Executive Officer. Minimum "threshold" objectives
levels must be achieved under the corporate and the individual component in
order for any

bonus to be earned under that component. Conversely, up to 200% of the target
bonus amount may be paid if target objectives are significantly exceeded. During
fiscal 2001, the minimum "threshold" objectives levels were not achieved under
the corporate component, so that no bonus was earned under that component by any
executive officer. Bonuses were paid to executive officers under the individual
component ranging between 69% and 150% of the target bonus amount for this
component.

Second, believing that significant ownership of Company stock serves to
align management's interest with that of the Company's shareholders, executive
officers who, in our opinion, have contributed and will contribute to the
growth, development and financial success of the Company were awarded stock
options. In order to motivate our executives to increase shareholder value, the
exercise price of all stock options granted in fiscal 2001 was equal to market
value of our Common Stock on the respective grant dates. Accordingly, these
options will only have value if our shareholders also benefit from increasing
share prices. In order to motivate the Company's executives to make a long-term
commitment to the Company, stock options may not be exercised until they vest.
All stock options granted in fiscal 2001 vest ratably over a five-year period.
Until vested, these shares are subject to forfeiture provisions if an executive
officer leaves the Company.

DISCUSSION OF 2001 COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER. As
described above, the Compensation Committee is responsible for establishing
total compensation for all executive officers, including Richard Parod, the
Company's Chief Executive Officer. Base salary was negotiated with Mr. Parod
when he joined the Company in April 2000 and reflects a number of factors,
including his previous salary level and salary levels generally for chief
executives of public manufacturing companies. Mr. Parod received no salary
increase in fiscal 2001, since he joined the Company only five months before
fiscal 2001 began. However, after considering various factors, including Mr.
Parod's strong performance as Chief Executive Officer since he joined the
Company and the increases in salary levels generally for chief executive
officers of public manufacturing companies which have occurred since his
original hire date, the Compensation Committee determined to increase Mr.
Parod's base salary by 4.4% to $313,200, effective as of the beginning of fiscal
2002. During fiscal 2001, Mr. Parod participated in the Incentive Plan. Since
the minimum "threshold" objectives levels were not achieved under the corporate
component, he earned no bonus under the corporate component for fiscal 2001. He
significantly exceeded his target objectives under the individual component of
the Incentive Plan and earned a bonus of 150% of the target bonus amount for
this component, which resulted in a total bonus for fiscal 2001 of $54,000,
which was equal to 18% of his base salary. Mr. Parod received no stock option
awards during fiscal 2001, in view of the significant stock option award which
he received in fiscal 2000 when he joined the Company.

COMPLIANCE WITH SECTION 162(m) OF THE INTERNAL REVENUE CODE. The
current tax law imposes an annual, individual limit of $1 million on the
deductibility of the Company's compensation payments to the chief executive
officer and to the four most highly compensated executive officers other than
the chief executive officer. Specified compensation is excluded for this
purpose, including performance-based compensation, provided that certain
conditions are satisfied. The Committee has determined to preserve, to the
maximum extent practicable, the deductibility of all compensation payments to
the Company's executive officers.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. During
fiscal 2001 there were no compensation committee interlocks and no insider
participation in compensation decisions that were required to be reported under
the rules and regulations of the Securities Exchange Act of 1934.

Larry H. Cunningham, Chairman
Howard G. Buffett
John W. Croghan
Michael N. Christodolou

REPORT OF THE AUDIT COMMITTEE

The following report of the audit committee of Lindsay Manufacturing
Co. (the "Company") shall not be deemed to be "soliciting material" or to be
"filed" with the Securities and Exchange Commission, nor shall this report be
incorporated by reference into any filing made by the Company under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended.

The Audit Committee is comprised of Michael N. Christodolou, John W.
Croghan, Larry H. Cunningham and William F. Welsh II, each of which is an
independent director of the Company under the rules adopted by the New York
Stock Exchange. The Audit Committee operates under a written charter which is
attached as an exhibit to this Proxy Statement.

The Company's management is responsible for the preparation of the
Company's financial statements and for maintaining an adequate system of
internal controls and processes for that purpose. KPMG LLP ("KPMG") acts as the
Company's independent auditors and they are responsible for conducting an
independent audit of the Company's annual financial statements in accordance
with generally accepted auditing standards and issuing a report on the results
of their audit. The Audit Committee is responsible for providing independent,
objective oversight of both of these processes.

The Audit Committee has reviewed and discussed the audited financial
statements for the year ended August 31, 2001 with management of the Company and
with representatives of KPMG. As a result of these discussions, the Audit
Committee believes that the Company maintains an effective system of accounting
controls that allow it to prepare financial statements that fairly present the
Company's financial position and results of its operations. Our discussions with
KPMG also included the matters required by Statement on Auditing Standard No. 61
(Communications with Audit Committees).

In addition, the Audit Committee reviewed the independence of KPMG. We
have discussed KPMG's independence with them and have received written
disclosures and a letter from KPMG regarding their independence as required by
Independence Standards Board Standards No. 1.

Based on the foregoing, the Audit Committee has recommended to the full
board of directors that the audited financial statements of the Company for the
year ended August 31, 2001 be included in the Company's annual report on Form
10-K to be filed with the Securities and Exchange Commission.

Michael N. Christodolou, Chairman
John W. Croghan
Larry H. Cunningham
William F. Welsh II

STOCK PERFORMANCE GRAPH

This stock performance graph is not deemed to be "soliciting material"
or "filed" with the Securities and Exchange Commission (the "SEC") or subject to
the SEC's proxy rules or to the liabilities of Section 18 of the Securities
Exchange Act of 1934 (the "1934 Act"), and this stock performance graph shall
not be deemed to be incorporated by reference into any prior or subsequent
filing by the Company under the Securities Act of 1933 or the 1934 Act.

The following stock performance graph is a comparison of the Cumulative
Total Return on the Company's Common Stock over the five-year period ending
August 31, 2001, with the Cumulative Total Return on the S&P Smallcap 600 Index
and the S&P Machinery (Diversified)-500.

[PERFORMANCE GRAPH]

SOURCE: S&P COMPUSTAT BASE YEAR = 100: 8/31/96

COMPANY NAME AUG-96 AUG-97 AUG-98 AUG-99 AUG-00 AUG-01
------------ ------ ------ ------ ------ ------ ------

LINDSAY MANUFACTURING CO 100.00 151.60 117.91 101.20 108.71 113.40
S&P SMALLCAP 600 INDEX 100.00 134.09 109.57 136.08 174.43 175.37
MACHINERY (DIVERSIFIED)-500 100.00 153.11 108.95 147.61 122.40 136.29

RATIFICATION OF APPOINTMENT OF AUDITOR

KPMG LLP has been appointed by the Board of Directors as auditors for
the Company and its subsidiaries for the fiscal year ending August 31, 2002.
This appointment is being presented to the stockholders for ratification. The
ratification of the appointment of auditor requires the affirmative vote of the
holders of a majority of the shares present in person or represented by proxy at
the meeting and entitled to vote. Abstentions will have the same effect as a
vote against ratification. Broker nonvotes will not be considered shares
entitled to vote with respect to ratification of the appointment and will not be
counted as votes for or against the ratification.

On October 1, 2001, the Company's Board of Directors, upon
recommendation from the Company's Audit Committee, approved a change in the
Company's independent accountants for the year ended August 31, 2001 from
PricewaterhouseCoopers LLP to KPMG. The change was due to the closure of the
PricewaterhouseCoopers offices in Omaha and Lincoln, Nebraska. The reports of
PricewaterhouseCoopers for the fiscal years ended August 31, 2000 and 1999
contained no adverse opinion, disclaimer of opinion or qualification or
modification as to uncertainty, audit scope or accounting principles. During the
fiscal years ended August 31, 2000 and 1999, and the interim period from
September 1, 2000 through October 1, 2001, there were no disagreements between
the Company and PricewaterhouseCoopers on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of PricewaterhouseCoopers,
would have caused it to make reference to the subject matter of the disagreement
in connection with its reports on the financial statements for such years. No
reportable event as described in paragraph (a) (1) (v) of Item 304 of Regulation
S-K has occurred within the Company's fiscal years ended August 31, 2000 and
1999, or the period from September 1, 2000 through October 1, 2001.

The Company did not consult with KPMG during the fiscal years ended
August 31, 2000 and 1999, or during the interim period from September 1, 2000
through October 1, 2001, on any matter which was the subject of any disagreement
or any reportable event as defined in Regulation S-K Item 304 (a) (1) (iv) and
Regulation S-K Item 304 (a) (1) (v), respectively, or on the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company's financial
statements, relating to which either a written report was provided to the
Company or oral advice was provided that KPMG concluded was an important factor
considered by the Company in reaching a decision as to the accounting, auditing,
or financial reporting issue.

AUDIT FEES

KPMG billed the Company for a total $0 in fees for professional
services rendered for the audit of the Company's annual financial statements for
the fiscal year ended August 31, 2001. KPMG was not retained by the Company to
review the financial statements included in the Company's Form 10-Q filed with
the SEC during that year.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

KPMG did not perform any professional services for the Company during
the fiscal year ended August 31, 2001, either directly or indirectly, in
connection with the operation, or supervising the operation, of the Company's
information system or managing our local area network, or designing or
implementing a hardware or software system that aggregates source date
underlying the Company's financial statements or that generates information that
is significant to the Company's financial statements taken as a whole.
Accordingly, no fees were paid to KPMG during 2001 for these types of services.

ALL OTHER FEES

KPMG did not bill the Company or render any other services to the
Company during the fiscal year ended August 31, 2001.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S AUDITORS FOR THE
FISCAL YEAR ENDING AUGUST 31, 2002.

Representatives of KPMG LLP are expected to be present at the Annual
Meeting and will be provided an opportunity to make a statement and to respond
to appropriate inquiries from stockholders.

SUBMISSION OF STOCKHOLDER PROPOSALS

Stockholder proposals submitted for presentation at the Annual Meeting
must be received by the Secretary of the Company at its home office no later
than January 7, 2002. Such proposals must set forth (i) a brief description of
the business desired to be brought before the annual meeting and the reason for
conducting such business at the annual meeting, (ii) the name and address of the
stockholder proposing such business, (iii) the class and number of shares of the
Company's Common Stock beneficially owned by such stockholder and (iv) any
material interest of such stockholder in such business. Nominations for
directors may be submitted by stockholders by delivery of such nominations in
writing to the Secretary of the Company by January 7, 2002. Only stockholders of
record as of December 14, 2001 are entitled to bring business before the Annual
Meeting or make nominations for directors.

In order to be included in the Company's proxy statement and form of
proxy relating to its next annual meeting, stockholder proposals must be
submitted by August 30, 2002 to the Secretary of the Company at its principal
executive offices. The inclusion of any such proposal in such proxy material
shall be subject to the requirements of the proxy rules adopted under the
Securities Exchange Act of 1934, as amended.

OTHER MATTERS

Management does not now intend to bring before the Annual Meeting any
matters other than those disclosed in the Notice of Annual Meeting of
Stockholders, and it does not know of any business which persons, other than the
management, intend to present at the meeting. The enclosed proxy for the Annual
Meeting confers discretionary authority on the Board of Directors to vote on any
matter proposed by shareholders for consideration at the Annual Meeting if the
Company did not receive written notice of the matter on or before November 13,
2001.

The Company will bear the cost of soliciting proxies. To the extent
necessary, proxies may be solicited by directors, officers and employees of the
Company in person, by telephone or through other forms of communication, but
such persons will not receive any additional compensation for such solicitation.
The Company will reimburse brokerage firms, banks and other custodians, nominees
and fiduciaries for reasonable expenses incurred by them in sending proxy
materials to the beneficial owners of the Company's shares. In addition to
solicitation by mail, the Company will supply banks, brokers, dealers and other
custodian nominees and fiduciaries with proxy materials to enable them to send a
copy of such materials by mail to each beneficial owner of shares of the
Company's Common Stock which they hold of record and will, upon request,
reimburse them for their reasonable expenses in so doing.

The Company's Annual Report, including financial statements, is being
mailed, together with this Proxy Statement, to all stockholders entitled to vote
at the Annual Meeting. The Company has incorporated portions of its Annual
Report into this Proxy Statement as indicated herein. However, such Annual
Report is not to be considered part of this proxy solicitation material. IN
ADDITION, ANY STOCKHOLDER WHO WISHES TO RECEIVE A COPY OF THE FORM 10-K FILED BY
THE COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION MAY OBTAIN A COPY
WITHOUT CHARGE BY WRITING TO THE COMPANY. REQUESTS SHOULD BE DIRECTED TO MR.
BRUCE C. KARSK AT THE COMPANY'S PRINCIPAL EXECUTIVE OFFICE.

By Order of the Board of Directors

/s/ BRUCE C. KARSK
----------------------------------
Bruce C. Karsk, Secretary

Omaha, Nebraska
December 26, 2001

EXHIBIT A

LINDSAY MANUFACTURING CO.

AUDIT COMMITTEE CHARTER

The Audit Committee of Lindsay Manufacturing Co. shall be appointed by
the Board of Directors annually and shall consist solely of three or more
independent Directors, one of whom shall be appointed by the Board as the
Chairman of the Committee. Directors shall be considered independent if they
have no relationship to the Company that may interfere with the exercise of
their independence from management and the Company. All members of the Committee
shall have a working familiarity with basic finance and accounting practices,
and at least one member of the Committee shall have accounting or related
financial management expertise. To effectively perform his role, each Committee
member will obtain an understanding of the detailed responsibilities of
Committee membership as well as the Company's business operations and risks.

The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing: the
financial reports and other financial information provided by the Company to any
governmental body or the public; the Company's systems of internal controls
regarding finance, accounting, legal compliance and ethics that management and
the Board have established; and the Company's auditing, accounting and financial
processes generally. The Audit Committee shall have access to all records of the
Company, shall perform the following functions, and shall have and may exercise
such powers as are appropriate for the performance thereof:

A. Financial Practices:

1. a. Review and discuss with management the Company's Annual Report
and the related Form 10-K including the financial statements
therein, prior to their release to the public or filing with the
SEC.

b. Review and discuss with management the Company's quarterly
financial results and financial statements prior to their
release to the public.

2. The Committee Chairman will review press releases submitted by
management in connection with the release of quarterly, annual,
or special financial statements. In respect thereto to the
Committee Chairman will recommend to the Chairman of the Board
and Chief Financial Officer any changes which appear necessary
to conform releases to appropriate disclosure practice.

3. Study the format and timeliness of financial reports presented
to the public or used internally and, when appropriate,
recommend changes after consideration by the outside auditor and
management.

4. Periodically, at least annually, request that management or the
Company's counsel provide a review of legal and environmental
matters that may have a significant impact on the Company or its
financial reports.

5. Meet with the Company's Chief Financial Officer to review
safety, insurance, permissible

investments, and other risk management issues that may have a
significant impact on the Company or its financial reports.

6. Examine whether management has been diligent and prudent in
establishing accounting provisions for probable losses or
doubtful values and in making appropriate disclosures of
significant financial conditions or events.

B. Outside Auditor:

The outside auditor is ultimately accountable to the Company's Board
of Directors and Audit Committee who, as representatives of the
shareholders, have the ultimate authority and responsibility to
select, evaluate, and, where appropriate, replace the outside auditor.

1. Review the management's recommendation on the outside auditor to
be selected each year and make final proposal to the Board of
Directors in respect to such appointment.

2. In conjunction with the Chief Financial Officer and the
Corporate Controller, review the general scope of the annual
audit, approve the extent and nature of such activity, and agree
upon the general level of the related fees.

3. Obtain from the outside auditor each year a formal written
statement detailing all relationships between the auditor and
the Company, and addressing whether the auditor is "independent"
within applicable rules, as required by Independence Standards
Board Standard No. 1, and discuss with the auditors their
independence.

4. Discuss with the outside auditor the matters required to be
discussed by Statement on Auditing Standards No. 61.

5. Approve in advance, any single non-audit assignments in which
the fees are expected to exceed $50,000.

6. Consider any significant non-audit assignments given to the
outside auditor and judge their impact upon the general
independence of the audit firm as it performs the annual audit.

7. Maintain an independent contact with the senior personnel of the
outside auditor and communicate freely and openly with them in
respect to the financial developments. Meet periodically, at
least annually, with the outside auditor without any company
officers or employees present.

C. Internal Audit Function:

1. While the Company does not have a separately staffed Internal
Audit Department, certain activities performed by the financial
executives within the Company are deemed to be similar to
internal audit functions. Review periodically with the outside
auditor and the Chief Financial Officer and the Corporate
Controller the scope and implications of the Company's internal
audit-like activities and consider their adequacy.

2. Maintain direct access to the Chief Financial Officer and the
individuals who report to him. If deemed useful, require that
special studies be initiated on subjects of special interest to
the Audit Committee.

3. Support the direct interface of the Chief Financial Officer and
the Corporate Controller with members of the Audit Committee.

D. Internal Control:

1. Understand the system of internal control used by the Company.
By means of special reports from financial management, make
periodic reviews of significant aspects of the system.

2. Review the comments on internal control submitted by the outside
auditor and insure that appropriate suggestions for improvement
are promptly addressed and incorporated into operating
practices.

3. Review the principal accounting practices as described in the
footnotes to the Company's financial statements, as well as the
financial and operating policies as contained in the Company's
"Policy Manual." Obtain assurances from financial management and
the Chief Financial Officer that such practices and policies are
being followed.

4. At least annually, examine a detailed report of the expenses and
perquisites of the officers of the Company and of the Board
members and report to the Board of Directors on their
appropriateness.

E. Financial Reporting Processes:

1. In consultation with the outside auditor and the Chief Financial
Officer review the integrity of the organization's financial
reporting processes, both internal and external.

2. Consider the outside auditor's judgments about the quality and
appropriateness of the Company's accounting principles as
applied in its financial reporting.

3. Consider and approve, if appropriate, major changes to the
Company's auditing and accounting principles and practices as
suggested by the outside auditor, management or the Chief
Financial Officer.

F. Financial Staff:

1. Review the professionalism and competence of the principal
financial executives and consider their present and future
abilities to represent the Company's interests.

2. Consider the general adequacy of the financial staffing and its
compensation and when needed discuss such matters with the Chief
Executive Officer.

G. Special Duties:

1. Upon request, assist management by appearing before investment,
professional, or regulatory bodies in matters dealing with
financial statements, internal control, tax treatments, or the
accounting policies employed in relation thereto.

2. Upon request from the Chairman of the Board, Chief Financial
Officer or Corporate Controller, make special studies of matters
related to the financial operations of the Company or to

allegations of managerial misconduct by its executives.

3. In conjunction with the Company's Counsel, review the compliance
of executives with the Company's "Business Conduct Policy".

4. Work with the Board and management, as requested, on
considerations related to the Board's dividend policy.

5. Review its Audit Committee Charter annually, and amend it as
appropriate.

6. Confirm annually, by a review of Audit Committee member
responses to the Company's annual Directors and Officers
Questionnaires, that the Audit Committee as a whole and that
Audit Committee members individually meet the requirements of
Section 303 of the New York Stock Exchange Listed Company Manual
as related to the composition/expertise requirements and the
independence requirements of Audit Committee members.

7. As per SEC Item 306 of Regulation S-K and S-B and Item 7(e)(3)
of Schedule 14A, provide a report for inclusion in the Company's
proxy statement that informs stockholders of the Audit
Committee's oversight with respect to financial reporting and
underscores the importance of the Audit Committee's role.

8. As per SEC Item 7(e)(3) of Schedule 14A, provide disclosure in
the Company's proxy statement that the Audit Committee has a
written Charter and include a copy of the Charter as an appendix
to the proxy statement at least once every three years.

Meetings of the Audit Committee will be held quarterly prior to the
release of corporate earnings reports and at such other times as shall be
required by the Chairman of the Board or the Chairman of the Committee. Two or
more committee members shall constitute a quorum.

At the initiation of the Chairman of the Committee, the meetings shall
be attended by the Chief Executive Officer, the Chief Financial Officer, the
Corporate Controller, the representatives of the outside auditor, and such other
persons as are appropriate to the matters under consideration.

At least annually, or upon request of the Chairman of the Committee,
the Audit Committee will meet in "executive session" with the outside auditor
and with the Chief Financial Officer or Corporate Controller to consider all
circumstances related to the audit and financial process. At least annually, the
Audit Committee shall also meet with the outside auditor without any company
officers or employees present.

Written minutes pertaining to each meeting shall be filed with the
Chairman of the Board by the Chairman of the Committee and an oral report shall
be presented by the Chairman of the Committee at Board meetings, as appropriate.

Please detach here
--------------------------------------------------------------------------------
LINDSAY MANUFACTURING CO.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF LINDSAY
MANUFACTURING CO. FOR USE ONLY AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
ON JANUARY 29, 2002 AND AT ANY ADJOURNMENT THEREOF.

The undersigned hereby authorizes the Board of Directors of Lindsay
Manufacturing Co. (the "Company"), or any successors in their respective
positions, as proxy, with full powers of substitution, to represent the
undersigned at the Annual Meeting of Stockholders of the Company to be held at
the Embassy Suites Hotel, 555 South 10th Street, Omaha, Nebraska, on Tuesday,
January 29, 2002, at 8:30 a.m., Central Standard Time, and at any adjournment of
said meeting, and thereat to act with respect to all votes that the undersigned
would be entitled to cast, if then personally present, in accordance with the
instructions below and on the reverse hereof.

This proxy is revocable and the undersigned may revoke it at any time prior
to the Annual Meeting by giving written notice of such revocation to the
Secretary of the Company. Should the undersigned be present and want to vote in
person at the Annual Meeting or at any adjournment thereof, the undersigned may
revoke this proxy by giving written notice of such revocation to the Secretary
of the Company on a form provided at the meeting. The undersigned hereby
acknowledges receipt of a Notice of Annual Meeting of Stockholders of the
Company called for January 29, 2002 and the Proxy Statement for the Annual
Meeting prior to the signing of this proxy.

(continued and to be signed on the reverse hereof)

Please detach here
-------------------------------------------------------------------------------
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ELECTION OF THE BOARD OF DIRECTORS' NOMINEE FOR DIRECTOR AND FOR THE
RATIFICATION OF THE APPOINTMENT OF AUDITORS.

1. ELECTION OF DIRECTOR: Michael N. Christodolou [_] FOR the nominee [_] WITHHOLD AUTHORITY
listed at left for term to vote for the nominee
to expire in 2005 listed at left

2. AUDITORS. Ratification of the appointment of [_] For [_] Against [_] Abstain
KPMG LLP as independent auditors for the fiscal year
ending August 31, 2002.

3. To vote, in its discretion, upon any other business
that may properly come before the Annual Meeting or any
adjournment thereof which management did not have written
notice of on November 13, 2001.

Address Change? Mark Box [_]
indicate changes below:

Date
-----------------------------------------

------------------------------------------------------

Signature(s) in Box
Please sign exactly as name appears on this proxy. When
shares are held by joint tenants, both should sign.
When signing as attorney, executor, administrator,
trustee or guardian, please give your full title. If a
corporation, please sign in full corporate name by
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.