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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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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4) Date Filed:
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VULCAN INTERNATIONAL CORPORATION
300 Delaware Avenue
Wilmington, Delaware 19801
Notice of Annual Meeting of Shareholders
To Be Held May 8, 2003
The Annual Meeting of Shareholders of Vulcan International Corporation
will be held at 1151 E. College St., Clarksville, Tennessee, on
May 8, 2003 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 14,
2003 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 4, 2003 VERNON E. BACHMAN, SECRETARY
PLEASE READ THE PROXY STATEMENT AND THEN PROMPTLY COMPLETE, EXECUTE AND
RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE-PAID
ENVELOPE. YOU CAN SPARE YOUR COMPANY THE EXPENSE OF FURTHER PROXY
SOLICITATION BY RETURNING YOUR PROXY CARD PROMPTLY.
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PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of and at
the cost of Vulcan International Corporation (the "Company"). Under the
Delaware statutes, any shareholder may revoke a proxy by voting in
person at the meeting or by delivering a later dated proxy or other
writing revoking the proxy before it is voted at the meeting.
The Board of Directors has established as the record date for
determining shareholders entitled to notice and to vote at the meeting,
the close of business March 14, 2003.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company, as of March 14, 2003 had outstanding 1,004,707 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,
2003.
HOLDERS OF 5% OR MORE
Name and Address Amount and Nature Percent
of Beneficial Owner of Beneficial Ownership of Class
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(1)Dimensional Fund Advisors, Inc. Directly Owned: 59,799 5.6%
1299 Ocean Avenue
Santa Monica, CA 90401
(2)Deliaan A. Gettler Directly Owned: 3,100
1 Filson Place Indirectly Owned: 128,414
Cincinnati, OH 45202 Total Owned: 131,514 13.1%
(3)Benjamin Gettler Directly Owned: 313,915
1 Filson Place Indirectly Owned: 128,829
Cincinnati, OH 45202 Total Owned: 442,744 44.1%
(6)The PNC Finacial Services Directly Owned: 70,866 7.0%
Group, Inc.
One PNC Plaza
249 Fifth Avenue
Pittsburgh, PA 15222
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(1) 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 trusts. In its role as investment advisor and investment
manager, Dimensional possesses both investment and voting power over
59,799 shares of Vulcan International Stock as of 12/31/02.
Dimensional disclaims beneficial ownership of such securities.
(2) 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 121,000 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 313,915 shares directly owned by Mr. Gettler; 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 451,787 which
is 45.0% of the common shares.
(3) The shares listed as indirectly owned by Mr. Gettler include 121,000
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.
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 451,787 which is 45.0% of the common shares.
(4) The PNC Financial Services Group, Inc. and two wholly owned subsidiaries
hold these shares in a 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.
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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 representations from reporting persons, Vulcan International
Corporation believes that, during 2002, 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,
2003 is set forth below:
Amount and Nature of Beneficial Ownership Percent of Class
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Directly Owned: 348,521 34.7%
Indirectly Owned: 137,872 13.7%
Total Owned: 486,393 48.4%
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 2003. 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, 2003.
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NOMINEES
Number of
First Shares Owned
Name and Became Directly or Percent
Principal Occupation Age Director In Indirectly (1) Owned
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Leonard Aconsky 72 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 64 2001 500 (2)
Consultant to manufacturers of
chemical rubber products 1998 -
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) 77 1960 442,744 44.1%
Chairman of the Board and
President Vulcan International
Corporation and its operating
subsidiary company, Vulcan
Corporation
Thomas D. Gettler, Esq. 44 1992 8,806 (2)
Attorney-at-Law
Stanley I. Rafalo, O.D. (4) 78 1975 28,043 2.8%
Doctor of Optometry
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(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.
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 2002, to the Chief Executive Officer who was the only
executive officer whose compensation exceeded $100,000.
SUMMARY COMPENSATION TABLE
Long Term
Annual Compensation Compensation
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Other
Annual
Name and Compen- Options/ All other
Principal sation SARs Compensation
Position Year Salary Bonus ($) (#) (1)
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Benjamin Gettler 2002 $275,000 (2) 0 0 $13,000
Chairman of the 2001 $275,000 (3) 0 50,000 $13,000
Board and President 2000 $275,000 $25,000 0 0 $13,000
(1) Director and Executive Committee Fees.
(2) Mr. Gettler was given 2,000 shares of Vulcan International Corporation
in lieu of a cash bonus. On the date of the grant, those shares had a
market value of $68,600.
(3) Mr. Gettler was given 1,000 shares of Vulcan International Corportion
in lieu of a cash bonus. On the date of the grant, those shares had
a market value of $37,750.
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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 2002, 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 per
share.
OPTION GRANTS IN LAST FISCAL YEAR
None
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
None
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 2001-2002 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.
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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,
1997 through December 31, 2002.
(Graph submitted to SEC on Form SE on paper)
Value of Investment at December 31,
1997 1998 1999 2000 2001 2002
Vulcan International
Corporation 100.00 89.83 83.97 94.19 112.12 99.77
Selected Stock List 100.00 80.18 47.25 44.73 46.17 17.33
AMEX Market Index 100.00 98.64 122.98 121.47 115.87 111.25
ASSUMES $100 INVESTED ON JANUARY 1, 1997
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DECEMBER 31, 2002
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 been
consistently used since 1998. It includes representative suppliers to the
shoe industry. 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. The companies in the peer group are:
Bontex (formerly Georgia Bonded Fibres)
Goodyear Tire & Rubber Co.
Jaclyn Inc.
Katy Ind.
Lydall Inc.
Rogers Corp.
Vista Resources Inc.
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DIRECTORS' MEETINGS, COMMITTEE INFORMATION, FEES AND
OTHER DIRECTOR TRANSACTIONS
There were five (5) meetings of the Board of Directors in 2002. 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 currently has two standing committees, namely,
an Audit and Compensation Committee and a Stock Option Committee. The Stock
Option Committee is discussed above under the heading "Stock Option
Plan." That Committee had no meetings in 2002.
The Audit and Compensation Committee is comprised of independent, non-
employee directors, namely, Messrs. Leonard Aconsky, Edward B. Kerin, and
Dr. Stanley I. Rafalo. That committee had two meetings during the last
fiscal year. 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
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 Audit and Compensation Committee Charter was included
as an appendix to the 2002 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 2002.
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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 2002, there was a total of 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, 2002 by the Company's principal
accounting firm, J.D. Cloud & Co. L.L.P.
Audit Fees $ 91,747
Tax fees (c) 19,445
Financial information systems design
and implementation fees (a)(c) 88,972
All other fees(b)(c) 8,529
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Total $208,693
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(a) Includes fees for software purchased.
(b) Consultation on various tax and accounting issues.
(c) The Audit Committee has considered whether the provision of these
services is compatible with maintaining the principal accountant's
independence.
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.
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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, Chairman of the Board and
President of the Company for 2003. Those positions are filled by a single
individual, Mr. Benjamin Gettler.
The year 2002 has been a difficult year for the Company and its
Chief Executive Officer despite which the earnings of the Company have
grown and were 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. In the first
11 months of 2002 (the latest financial information available to the
Committee as of the date of this report), the Company had an unaudited
consolidated net profit before tax on continuing operations (excluding
capital gains on securities and fixed assets), of $1,716,626,
compared to $935,527 in the first 11 months of 2001.
Mr. Gettler has not requested an increase in his salary.
Furthermore, he has pointed out that it is necessary for the Company
to conserve its cash. Accordingly, the Committee has determined that for
the Year 2003 Mr. Gettler's salary remain at $275,000 (which is unchanged
since 1997); and that a bonus of 2,000 shares of Company stock be paid to
him in January 2003.
Audit and Compensation Committee, December 19, 2002
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, 2002 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, 2003 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.
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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 2004 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, 2003.
GENERAL
The Company, as of March 14, 2003 had outstanding 1,004,707 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 14, 2003.
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
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Chairman of the Board
and President
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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 8, 2003 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
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(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 ,2003
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Signature
--------------------------------
Signature
(When signing in any other capacity
than as an individual, please so
indicate.)
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