SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE
ACT OF 1934 (AMENDMENT NO.)
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of
the Commission Only (as
permitted by
Rule 14a-6(e)(2)
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under Rule 14a-12
VULCAN INTERNATIONAL CORPORATION
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(Name of Registrant as Specified In Its Charter)
Not Applicable
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-1(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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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 13, 2004
The Annual Meeting of Shareholders of Vulcan International Corporation
will be held at 300 Delaware Avenue, Suite 1704, Wilmington, Delaware
on May 13, 2004 at 1:30 P.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 5,
2004 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 12, 2004 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 5, 2004.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company, as of March 5, 2004 had outstanding 1,006,707 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, 2004.
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)Deliaan A. Gettler Directly Owned: 3,100
1 Filson Place Indirectly Owned: 125,729
Cincinnati, OH 45202 Total Owned: 128,829 12.8%
(2)Benjamin Gettler Directly Owned: 315,915
1 Filson Place Indirectly Owned: 178,829
Cincinnati, OH 45202 Total Owned: 494,744 49.1%
(3)The PNC Financial Services Directly Owned: 80,416 8.0%
Group, Inc.
One PNC Plaza
249 Fifth Avenue
Pittsburgh, PA 15222
(1) Deliaan A. Gettler is the wife of Benjamin Gettler, Chairman of the
Board and President of the Company. The indirect shares listed for
Mrs. Gettler include 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 315,915 shares directly owned by Mr. Gettler.
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(2) 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; and 3,100 shares which Mrs. Gettler owns directly.
The indirect share ownership also includes 50,000 shares subject to
option which Mr. Gettler may exercise immediately.
(3) 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.
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 2003, 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,
2004 is set forth below:
Amount and Nature of Beneficial Ownership Percent of Class
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Directly Owned: 331,631 32.9%
Indirectly Owned: 178,829 17.8%
Total Owned: 510,460 50.7%
The share ownership of each of the directors and nominees is set forth
below under the heading Election of Directors.
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ELECTION OF DIRECTORS
The shares represented by the proxies will be voted for the election of the
five (5) nominees listed below, 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 2004. 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, 2004.
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 73 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 65 2001 500 (2)
1998 - 2001 - Director of
Chemprene Inc., a manufacturer
of chemical rubber products,
consultant 1994-98 Chief
Executive Officer, President
and Chairman of the Board of
Chemprene, Inc., a manufacturer
of chemical rubber products;
1981-1994 corporate Vice President,
Witco Chemical Corporation
Director, Vulcan Corporation,
operating subsidiary of Company
Benjamin Gettler (3) 78 1960 494,744 49.1%
Chairman of the Board and
President Vulcan International
Corporation and its operating
subsidiary company, Vulcan
Corporation
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Thomas D. Gettler, Esq. (4) 45 1992 8,806 (2)
Attorney
Warren C. Falberg 66 2003 0 0
Chief executive Officer,
Visiting Nurse Association
1999-Senior Executive Officer,
The Jewish Hospital, Health
Alliance of Cincinnati 1996-
1999 Chief Executive Officer,
The Jewish Hospital of
Cincinnati 1976-1996
(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. The indirect ownership
also includes 50,000 shares subject to option which Mr. Gettler may
exercise immediately.
(4) Thomas D. Gettler is the son 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 2003, 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 2003 $275,000 (2) 0 0 $8,000
Chairman of the 2002 $275,000 (2) 0 0 $8,000
Board and President 2001 $275,000 (3) 0 50,000 $8,000
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(1) Director Fees.
(2) Mr. Gettler was given 2,000 shares of the Company in lieu of a cash
bonus in 2002 and 2003. On the dates of the payments, those shares
had a market value respectively of $81,000 and $68,600.
(3) In 2001, Mr. Gettler was given 1,000 shares of the Company in lieu
of a cash bonus. On the date of the payment those shares had a
market value of $37,750.
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 2003, the Committee consisted of Directors
Leonard Aconsky, Edward B. Kerin, 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 seven (7) 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. On May 8, 2003 that option price was changed to $33.20 per share
with an expiration date of November 6, 2008. The shares were repriced to
the market price of the shares on that date since such repricing was
determined by the Stock Option Committee to best carryout the purpose and
intent of the Plan. The value of options outstanding at December 31, 2003
is $527,500.
OPTION GRANTS IN LAST FISCAL YEAR
None
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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 cash contribution
made for the 2002-2003 Plan year was $-0-. For purposes of the Plan, annual
compensation means a participant's W-2 earnings for federal income tax
purposes, excluding commissions and taxable fringe benefits. Mr. Gettler
has reached normal retirement age and has more than 30 years of service.
Mr. Gettler currently receives $148,586 per year from the Plan based upon
his selection of a joint and 100% survivor benefit.
PERFORMANCE GRAPH
The following graph compares the cumulative total return (change in stock
price plus reinvested dividends) assuming $100 invested in the Common
Stock of the Company, in the American Stock Exchange ("AMEX") Market
Value Index, and in the Media General Industrial Controls Sector Index
during the period from December 31, 1998 through December 31, 2003.
(Graph submitted to SEC on Form SE on paper)
Value of Investment at December 31,
1998 1999 2000 2001 2002 2003
Vulcan International
Corporation 100.00 93.47 104.85 124.81 111.06 139.19
Selected Stock List 100.00 58.96 55.93 57.68 21.96 28.40
AMEX Market Index 100.00 124.67 123.14 117.47 112.78 153.50
Source: MGFS, Inc., P.O. Box 26451, Richmond, VA 23261-6451,
Phone 1(800)466-7922, Fax: 1(804)649-6826
ASSUMES $100 INVESTED ON JANUARY 1, 1999
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DECEMBER 31, 2003
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COMPANIES COMPRISING THE PEER GROUP
Except as set forth below, 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 1993. 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:
Goodyear Tire & Rubber Co.
Jaclyn Inc.
Katy Ind.
Lydall Inc.
Rogers Corp.
Two companies formerly in the peer group, Bontex, Inc. and Vista Resources,
Inc. are no longer included since they have been delisted.
DIRECTORS' MEETINGS, COMMITTEE INFORMATION, FEES AND
OTHER DIRECTOR TRANSACTIONS
There were six (6) meetings of the Board of Directors in 2003. 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 one meeting in 2003.
The Audit and Compensation Committee is comprised of independent, non-
employee directors, namely, Messrs. Leonard Aconsky, Warren C. Falberg and
Edward B. Kerin. That committee had four 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;
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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 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 2003, there were no shares purchased from
the Company pursuant to this Resolution.
In 2003, the Company paid Thomas D. Gettler, Director, $142,254 in legal fees
primarily for defending litigation against the Company.
PRINCIPAL ACCOUNTING FIRM FEES
The following table sets forth the aggregate fees billed to the Company for
the fiscal year ended December 31, 2003 by the Company's principal accounting
firm, J.D. Cloud & Co. L.L.P.
2003 2002
Audit Fees $104,690 91,747
Consisting of fees to audit the company's
financial statement; review Form 10K; and
review Form's 10Q
Audit related fees - 8,529
Consultation regarding accounting for EPA
liability and Joint Venture
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2003 2002
Tax fees 38,000 19,445
Consist of preparation of the income tax
returns and consultation on various tax
matters
All other fees 4,014 88,972
Consist of fees in connection with
resolving various hardware and software
issues in 2003. In 2002, consisted of
software installation fees, including the
cost of software purchased
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Total $146,704 208,693
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As required by the Sarbanes-Oxley Act of 2002, the Audit Committee is
responsible for the approval of all audit and permitted non-audit services
performed by the independent public accountants for the Company. The
Audit Committee determines whether to approve such services and, therefore,
no other pre-approval policies or procedures are currently in place. The
Audit Committee approved 100% of the audit and permitted non-audit services
performed by J.D. Cloud & Co. L.L.P. The Audit Committee has considered
and ultimately determined that the provision of any of the non-audit or
other services provided by J.D. Cloud & Co. L.L.P. to the Company is
compatible with maintaining J.D. Cloud & Co. L.L.P.'s independence.
AUDIT AND COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
Committee's Compensation Policy
It is the policy of the Audit and Compensation Committee that the
Company's Executive Officers should be compensated in accordance with the
responsibilities of their position and their performance in office.
Included among the factors considered by the Compensation Committee in
carrying out such compensation policies are the historical compensation paid
officers of this Company and the compensation paid to executives in similar
positions in other companies as well as performance in the fiscal year in
question compared to prior fiscal years.
In carrying out the foregoing policies, the Committee also used the facts
set forth below in determining the annual compensation of the Chief Executive
Officer, Chairman of the Board and President of the Company for 2004. Those
positions are filled by a single individual, Mr. Benjamin Gettler.
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In the first eleven month of 2003, the Company's gross revenues increased
from $13,251,190 to $14,254,959. Further, in 2003, under the leadership of
Mr. Gettler, the Company resolved major legal problems including arranging
for the financing required to settle the 13-year legal action brought
against it in 1990 by the U.S. Department of Justice involving alleged
pollution in the State of Massachusetts.
Mr. Gettler has not requested an increase in his salary. Accordingly,
the Committee has determined that for the Year 2004, Mr. Gettler's salary
remain at $275,000 (which is unchanged since 1997); and that the same bonus
be paid to him for 2003 as for 2002, namely 2,000 shares of Company stock
payable January 5, 2004.
Audit and Compensation Committee, November 17, 2003
Leonard Aconsky Warren C. Falberg Edward B. Kerin
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, 2003 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, 2004 Annual Meeting of Shareholders.
Management is not aware of any intended change of principal independent
public accountants. Representatives of J.D. Cloud & Co. L.L.P. are not
expected to attend the Annual Meeting.
PROPOSALS OF SECURITY HOLDERS
No shareholder proposals will be considered at this year's annual
meeting.
In the event that any security holder intends to present a proposal at the
2005 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, 2004.
GENERAL
The Company, as of March 5, 2004 had outstanding 1,006,707 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 5, 2004.
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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, Warren C. Falberg and
Thomas D. Gettler 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 300
Delaware Ave., Suite 1704, Wilmington, Delaware on Thursday, May 13, 2004
at 1:30 p.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
matters listed on the reverse side.
THIS PROXY, SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED AS INSTRUCTED.
UNLESS OTHERWISE INDICATED THIS PROXY WILL BE PRESUMED TO BE GRANTS.
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Mark this box with an X if you have made changes to your name
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or address details above.
Annual Meeting Proxy Card
GRANTS WITHHOLDS
The election of Directors and nominees listed
in the Proxy Statement except as marked to the
contrary below.
Leonard Aconsky, Warren C. Falberg, Benjamin Gettler,
Thomas D. Gettler and Edward B. Kerin ---- ---
(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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In their discretion, the proxyholders 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.
Dated ,2004
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Signature
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Signature
(When signing in any other capacity
than as an individual, please so
indicate.)
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