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
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Check the appropriate box:
[ ] Preliminary Proxy Statement
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[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11c or Section 240.14a-12
Preformed Line Products Company
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(Name of Registrant as Specified In Its Charter)
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[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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previously. Identify the previous filing by registration statement number,
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LOGO
PREFORMED LINE PRODUCTS COMPANY
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
---------------------
To our shareholders:
The 2003 annual meeting of shareholders of Preformed Line Products Company
will be held at the offices of the Company, 660 Beta Drive, Mayfield Village,
Ohio, on Monday, April 28, 2003, at 9:00 a.m., local time, for the following
purposes:
1. To elect three directors, each for a term expiring in 2005;
2. To receive reports at the meeting. No action constituting approval or
disapproval of the matters referred to in the reports is contemplated;
and
3. Any other matters that properly come before the meeting.
Only shareholders of record at the close of business on March 17, 2003 are
entitled to notice of and to vote at the meeting or any adjournment thereof.
Shareholders are urged to complete, date and sign the enclosed proxy and return
it in the enclosed envelope. The principal address of Preformed Line Products
Company is 660 Beta Drive, Mayfield Village, Ohio 44143.
By order of the Board of Directors,
J. RICHARD HAMILTON,
Secretary
Dated: March 28, 2003
YOUR VOTE IS IMPORTANT
PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY
PREFORMED LINE PRODUCTS COMPANY
PROXY STATEMENT
---------------------
Our Board of Directors is sending you this proxy statement to ask for your
vote as a Preformed Line Products Company shareholder on certain matters to be
voted on at the annual meeting of shareholders. The annual meeting of
shareholders will be held at 660 Beta Drive, Mayfield Village, Ohio, 44143, on
Monday, April 28, 2003 at 9:00 a.m., local time. We are mailing this proxy
statement and the accompanying notice and proxy to you on or about March 28,
2003.
Annual Report. A copy of our Annual Report to Shareholders for the fiscal
year ended December 31, 2002, is enclosed with this proxy statement.
Solicitation of Proxies. Our Board of Directors is making this
solicitation of proxies and we will pay the cost of the solicitation. In
addition to solicitation of proxies by mail, our employees may solicit proxies
by telephone, facsimile or electronic mail.
Proxies; Revocation of Proxies. The shares represented by your proxy will
be voted in accordance with the instructions as indicated on your proxy. In the
absence of any such instructions, they will be voted to elect the director
nominees set forth under "Election of Directors." Your presence at the annual
meeting of shareholders, without more, will not revoke your proxy. However, you
may revoke your proxy at any time before it has been exercised by signing and
delivering a later-dated proxy or by giving notice to us in writing at our
address indicated on the attached Notice of Annual Meeting of Shareholders, or
in open meeting.
Voting Eligibility. Only shareholders of record at the close of business
on the record date, March 17, 2003, are entitled to receive notice of the annual
meeting of shareholders and to vote the common shares that they held on the
record date at the meeting. On the record date, our voting securities
outstanding consisted of 5,772,710 common shares, $2 par value, each of which is
entitled to one vote at the meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows the amount of the Company's Common Shares
beneficially owned as of December 31, 2002 by (a) the Company's directors, (b)
each other person known by the Company to own beneficially more than 5% of the
outstanding Common Shares, (c) the Company's Chief Executive Officer and the
other four most highly compensated executive officers named in the Summary
Comparison Table, and (d) the Company's executive officers and directors as a
group.
NUMBER OF
SHARES BENEFICIALLY PERCENT
NAME OF BENEFICIAL OWNER OWNED OF CLASS
------------------------ ------------------- --------
Barbara P. Ruhlman (1)...................................... 1,537,430(2) 26.6%
Jon R. Ruhlman (1).......................................... 514,463(3) 8.9%
Thomas F. Peterson, Jr. .................................... 494,026 8.6%
3060 Lander Road
Pepper Pike, Ohio 44124
Robert G. Ruhlman (1)....................................... 408,023(3)(4) 7.1%
Randall M. Ruhlman.......................................... 226,266(5) 3.9%
KeyCorp (6)................................................. 415,036 7.2%
John D. Drinko.............................................. 521,178(7) 9.0%
1900 East Ninth Street
3200 National City Center
Cleveland, Ohio 44114
Wilber C. Nordstrom......................................... 14,000 *
Frank B. Carr............................................... 6,000(8) *
Eric R. Graef............................................... 10,450(3) *
William H. Haag III......................................... 11,560(3) *
R. Jon Barnes............................................... 10,000(3) *
All Executive Officers and directors as a Group (13
persons).................................................. 3,221,970 55.8%
---------------
* Represents less than 1%.
(1) The mailing address for each of Barbara P. Ruhlman, Jon R. Ruhlman and
Robert G. Ruhlman is 660 Beta Drive, Mayfield Village, Ohio 44143.
(2) Includes 112,776 shares held by The Thomas F. Peterson Foundation, of which
Barbara P. Ruhlman is President and a Trustee.
(3) Includes 10,000 shares that may be acquired pursuant to currently
exercisable stock options or stock options that will become exercisable
within 60 days.
(4) Includes 142,855 shares held by the Preformed Line Products Company Profit
Sharing Trust, and 60,000 shares held in trust for the benefit of Robert G.
Ruhlman and his children (these 60,000 shares are also shown as being
beneficially owned by Randall M. Ruhlman) and 14,768 shares owned by his
wife or held by her as custodian or trustee.
(5) Includes 60,000 shares held in trust for the benefit of Randall M. Ruhlman
and his children and for the benefit of Robert G. Ruhlman and his children
(these 60,000 shares are also shown as being beneficially owned by Robert G.
Ruhlman).
(6) The mailing address for KeyCorp is 127 Public Square, Cleveland, Ohio 44114.
(7) Includes 400,452 shares held in the Ethel B. Peterson Trust for which John
D. Drinko acts as Trust Advisor and has voting control. Also includes 10,400
shares held in Mr. Drinko's IRA and 2,000 shares held by his wife.
(8) Includes 2,000 shares held in Mr. Carr's IRA.
2
ELECTION OF DIRECTORS
In accordance with our Code of Regulations, the number of directors has
been fixed at seven. The Company has classified its Board of Directors into two
classes serving staggered terms. Three of the seven directors, Mrs. Barbara P.
Ruhlman and Messrs. Robert G. Ruhlman and Frank B. Carr, are currently serving a
term that expires at this year's annual meeting of shareholders and have been
nominated for re-election at the meeting. Four directors, Messrs. John D.
Drinko, Wilber C. Nordstrom, Jon R. Ruhlman and Randall M. Ruhlman are currently
serving a term that expires in 2004. At the annual meeting of shareholders, you
will elect three directors to hold office until our annual meeting of
shareholders held in 2005 and until their successors are elected and qualified.
The Board of Directors proposes that the nominees described below, all of whom
are currently serving as directors, be re-elected to the Board of Directors. At
the annual meeting of shareholders, the shares represented by proxies, unless
otherwise specified, will be voted for the election of the three nominees
hereinafter named.
The director nominees are identified in the following table. If for any
reason any of the nominees is not a candidate when the election occurs (which is
not expected), the Board of Directors expects that proxies will be voted for the
election of a substitute nominee designated by management. The following
information is furnished with respect to each person nominated for election as a
director.
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THE FOLLOWING NOMINEES.
NOMINEES FOR ELECTION AT THE ANNUAL MEETING
EXPIRATION
PERIOD OF TERM
PRINCIPAL OCCUPATION OF SERVICE FOR WHICH
NAME AND AGE AND BUSINESS EXPERIENCE AS A DIRECTOR PROPOSED
------------ ----------------------- ------------- ----------
Robert G. Ruhlman, 46............. Chief Executive Officer since July 1992 to date 2005
2000, Mr. Ruhlman served as
President since 1995 (a position he
continues to hold)
Frank B. Carr, 75................. Private investor 1975 to date 2005
Barbara P. Ruhlman, 70............ President of the Thomas F. Peterson 1988 to date 2005
Foundation since 1988
Current directors whose terms will not expire at the annual meeting of
shareholders.
PERIOD
PRINCIPAL OCCUPATION OF SERVICE TERM
NAME AND AGE AND BUSINESS EXPERIENCE AS A DIRECTOR EXPIRATION
------------ ----------------------- ------------- ----------
John D. Drinko, 81................ Senior Partner - Baker & Hostetler 1954 to date 2004
LLP
Wilber C. Nordstrom, 84........... Retired Executive with The Standard 1977 to date 2004
Products Company, Mr. Nordstrom was
serving as Executive Vice President
when he retired in 1983
Jon R. Ruhlman, 75................ Chairman of the Company since 1975. 1956 to date 2004
Mr. Ruhlman served as the Company's
CEO from 1975 until July 2000
Randall M. Ruhlman, 44............ President of Ruhlman Motorsports (a 1998 to date 2004
race car team) since 1987
Barbara P. Ruhlman and Jon R. Ruhlman are married and are the parents of
Randall M. Ruhlman and Robert G. Ruhlman.
Jon R. Ruhlman has been the Chairman of the Company since 1975. He served
as Chief Executive Officer from 1975 until July 2000. Robert G. Ruhlman became
Chief Executive Officer in July 2000. He had served as President since 1995 (a
position he continues to hold). From 1983 to 1996, Mr. Carr was a Managing
Director of McDonald & Company Securities, Inc., Cleveland, Ohio, an investment
banking and
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brokerage firm, and a partner in its predecessor firm (McDonald & Company) since
1968. Mr. Carr also serves as a director of Invacare, Inc.
Our Board of Directors has appointed an Audit Committee and a Salary
Committee. The Board of Directors does not have a finance or nominating
committee. The Audit Committee is comprised of Messrs. Carr (chairman), Drinko
and Nordstrom. The Salary Committee is comprised of Messrs. Carr, Drinko
(chairman) and Nordstrom.
The Audit committee to the Board of Directors engages the independent
public accountants for our Company, reviews with the independent public
accountants the plans and results of audit engagements, approves professional
services provided by the independent public accountants, reviews the
independence of the independent public accountants, considers the range of audit
and nonaudit fees, reviews the independent public accountants' management
letters and our responses, reviews the adequacy of our internal accounting
controls, and reviews major accounting or reporting changes.
The Salary committee reviews employment, development, reassignment and
compensation matters involving corporate officers and other executive level
employees, including issues related to salary, bonus and incentive arrangements.
The Salary committee also administers our equity award (stock option) plan.
In 2002, our Board of Directors held five meetings. In 2002, the Audit
committee held four meetings and the salary committee held one meeting. In 2002,
each member of the Board of Directors, except Randall M. Ruhlman, attended at
least 75% of the meetings of the Board of Directors and of the committees on
which he or she serves.
Directors' Compensation. Each director, who is not an employee of the
Company, receives $3,000 per quarter for being a director, $1,400 for attending
each meeting of the Board of Directors and each meeting of any committee.
Effective July 1, 2002 director's compensation increased to $3,300 per quarter
for being a director and $1,540 for attending each meeting of the Board of
Directors and each meeting of any committee. Directors who are also employees of
ours are not paid any director's fee. We reimburse out-of-pocket expenses
incurred by all directors in connection with attending Board of Directors and
committee meetings.
SALARY (COMPENSATION) COMMITTEE REPORT
The Company's executive compensation program is administered by the Salary
Committee, which has responsibility for reviewing all aspects of the
compensation program for the executive officers of the Company. The Committee is
comprised of the three directors listed at the end of this report, none of whom
is an employee of the Company.
The Committee's primary objective with respect to executive compensation is
to establish programs, which attract and retain key managers and align their
compensation with the Company's overall business strategies, values, and
performance. To this end, the Committee has established and the Board of
Directors has endorsed an executive compensation philosophy to compensate
executive officers based on their responsibilities and the Company's overall
annual and longer-term performance.
Until 2000, when the Company's shareholders approved its Employee Stock
Option Plan, the primary components of the Company's executive compensation
program have been (a) base salaries, and (b) annual cash incentive
opportunities. These components are discussed below.
Base Salaries. Base salaries for each of the Company's executive officers
are reviewed every 18 to 24 months by the Committee using as a guide one or more
widely accepted salary evaluation systems, taking into account the size of the
Company, expectations for the annual bonus plan described below and Company
performance, and competitive, inflationary, and internal equity considerations.
The Committee considers relevant trends in executive compensation practices, the
Company's compensation practices for employees in general, the Company's
financial performance and business condition, and recommendations of executive
management on compensation of executive officers. The salary of Robert G.
Ruhlman, Chief Executive Officer, was set by the Committee to be within a range
that is competitive with the fixed salaries of chief executive officers of
similar size companies with comparable profitability. On July 1, 2002, the
Committee increased the Chief Executive Officer's annual salary from $300,000 to
$350,000. This maintains Mr. Ruhlman's salary to what the Committee believes is
nearly the mid-level range of comparable salaries.
4
Annual Cash Incentives. All officers of the Company are eligible to
receive annual cash bonus awards based on a set percentage of their base salary
with a maximum bonus attainable equal to 50% of base salary. The percentage of
base salary is determined on a sliding scale, based on the return on
shareholders' equity. The bonus awards for all officers for the years 2000, 2001
and 2002 were 40%, 20% and 20%, respectively, of base salary.
Stock Options. The Committee has awarded options to purchase 167,000
shares of the Company's Common Stock. While the Committee has had the
opportunity to grant stock options for only three years, it believes that option
grants are a valuable motivating tool and provide a long-term incentive to
management. Share option grants reinforce long-term goals by providing the
proper nexus between the interests of management and the interests of the
Company's shareholders. All options were awarded to retain qualified personnel
in positions of significant responsibility with the Company and its
subsidiaries. No options were granted to employees who had been with the Company
for less than three years and all options contained provisions for periodic
vesting. Each named executive officer was granted an option to purchase 10,000
common shares in 2000 but none in 2001 or 2002. All option grants had exercise
prices at least equal to the fair market value of the Company's Common Shares on
the date of the grant.
Frank B. Carr
John D. Drinko, Chairman
Wilber C. Nordstrom
AUDIT COMMITTEE REPORT
In accordance with its written charter, the Audit Committee assists the
Board of Directors in fulfilling its responsibility relating to corporate
accounting, reporting practices of the Company, and the quality and integrity of
the financial reports and other financial information provided by the Company to
any governmental body or the public. Management is responsible for the financial
statements and the reporting process, including the system of internal controls.
The independent auditors are responsible for expressing an opinion on the
conformity of the audited financial statements with generally accepted
accounting principles. Our Audit Committee is comprised of three directors, who
are not officers or employees of the Company. They are all considered
"independent" under the current listing standards of the NASDAQ.
In discharging its oversight responsibility as to the audit process, the
Audit Committee reviewed and discussed the audited financial statements of the
Company for the year ended December 31, 2002, with the Company's management. The
Audit Committee discussed the matters required to be discussed by SAS 61, as
modified or supplemented, with the independent accountants. The Audit Committee
also obtained a formal written statement from the independent accountants that
described all relationships between the independent accountants and the Company
that might bear on the accountant's independence consistent with Independence
Standards Board Standard No. 1, "Independence Discussions with Audit Committee,"
as amended or supplemented. The Audit Committee discussed with the independent
accountants any relationships that might impact their objectivity and
independence and satisfied itself as to the accountants' independence. The Audit
Committee also considered whether the provision of non-audit services by
PricewaterhouseCoopers LLP ("PwC") is compatible with maintaining PwC's
independence. Management has the responsibility for the preparation of the
Company's financial statements, and the independent accountants have the
responsibility for the examination of those statements.
Based on the above-referenced review and discussions with management and
the independent accountants, the Audit Committee recommended to the Board of
Directors that the Company's audited financial statements be included in its
Annual Report on Form 10-K for the year ended December 31, 2002, for filing with
the Securities and Exchange Commission.
Frank B. Carr, Chairman
John D. Drinko
Wilber C. Nordstrom
5
EXECUTIVE COMPENSATION
The table below describes the compensation paid for the last three fiscal
years to our chief executive officer and the four other most highly compensated
executive officers. We sometimes refer to the persons listed in the table below
as our "named executive officers."
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION AWARDS
ANNUAL COMPENSATION OTHER ----------------------
-------------------------- ANNUAL SHARE ALL OTHER
NAME AND SALARY BONUS COMPENSATION OPTIONS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($)(1) ($)(2) # ($)(3)(4)
------------------ ---- -------- -------- ------------ ------- ------------
Robert G. Ruhlman............................ 2002 $325,000 $ 65,000 -- -- $ 58,362
President and.............................. 2001 300,000 60,000 -- -- 59,775
Chief Executive Officer.................... 2000 270,000 108,000 -- 10,000 53,774
Jon R. Ruhlman............................... 2002 490,000 98,000 -- -- 153,048(5)
Chairman of the Company.................... 2001 480,000 96,000 -- -- 137,525
2000 480,000 192,000 -- 10,000 133,442
Eric R. Graef................................ 2002 187,000 37,400 -- -- 35,181
Vice President -- Finance.................. 2001 180,000 36,000 -- -- 37,873
and Treasurer.............................. 2000 172,500 69,000 -- 10,000 33,976
William H. Haag III.......................... 2002 165,000 33,000 -- -- 29,371
Vice President -- International............ 2001 150,000 30,000 -- -- 29,645
Operations................................. 2000 135,000 54,000 -- 10,000 26,168
R. Jon Barnes................................ 2002 162,000 32,400 -- -- 29,304
Vice President -- Sales.................... 2001 156,000 31,200 -- -- 31,394
and Marketing.............................. 2000 148,000 59,200 -- 10,000 29,785
---------------
(1) The Bonus Plan for all named executive officers is discussed in the Salary
(Compensation) Committee Report.
(2) No named executive officer received perquisites and other personal benefits
above the threshold amounts specified in the regulations of the Securities
and Exchange Commission.
(3) Reflects the Company's contributions to the Profit Sharing Plan in 2002 for
Robert G. Ruhlman, $30,632; Jon R. Ruhlman, $31,437; Eric R. Graef, $30,115;
William H. Haag III, $28,917; and R. Jon Barnes, $28,658. Also includes
accruals to the related Supplemental Plan in 2002 for Robert G. Ruhlman,
$26,052; Jon R. Ruhlman, $54,509; and Eric R. Graef, $2,251.
(4) Reflects premiums paid for group term life insurance for 2002: Robert G.
Ruhlman, $1,678; Jon R. Ruhlman, $8,152; Eric R. Graef, $2,815; William H.
Haag III, $454; and R. Jon Barnes, $646.
(5) Also includes, for Jon R. Ruhlman, premiums paid on "split dollar" life
insurance policies covering Mr. and Mrs. Ruhlman, which totaled $58,950 in
2002.
6
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
NUMBER OF VALUE OF
UNEXERCISED UNEXERCISED IN-THE-
OPTIONS AT FISCAL MONEY OPTIONS AT
SHARES YEAR-END YEAR-END ($)
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
---- ------------ ------------ ----------------- -------------------
Robert G. Ruhlman.................... -- -- 7,500/2,500 240/80
Jon R. Ruhlman....................... -- -- 7,500/2,500 240/80
Eric R. Graef........................ -- -- 7,500/2,500 11,588/3,863
R. Jon Barnes........................ -- -- 7,500/2,500 11,588/3,863
William H. Haag III.................. -- -- 7,500/2,500 11,588/3,863
COMPENSATION (SALARY) COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
There are no Salary Committee interlocks. John D. Drinko, a member of the
Salary Committee, is senior partner of Baker & Hostetler LLP, which firm acts as
general outside legal counsel for the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company is a sponsor of Ruhlman Motorsports. Ruhlman Motorsports is
owned by Randall M. Ruhlman, a director of the Company, and by his wife. In
2000, 2001 and 2002, the Company paid $691,000, $658,000, and $658,000,
respectively, to Ruhlman Motorsports in sponsorship fees. In addition, in 2000,
2001, and 2002 the Company's Canadian subsidiary, Preformed Line Products
(Canada) Ltd., paid $80,000, $0, and $159,000, respectively, to Ruhlman
Motorsports in sponsorship fees. This sponsorship provides the Company with a
unique venue to entertain the Company's customers and to advertise on the race
car, which participates on the Trans-Am racing circuit. The Company believes
that its sponsorship contract with Ruhlman Motorsports is as favorable to the
Company as a similar contract with a similar independent third-party racing team
would be. The Company and Preformed Line Products (Canada) Ltd. intend to
continue to sponsor Ruhlman Motorsports in 2003.
Mr. John D. Drinko, one of the Company's directors, is a senior partner in
Baker & Hostetler LLP, which acts as our general outside counsel. The Company
expects that Baker & Hostetler will continue to provide legal services in that
capacity in 2003.
The Company paid fees of $112,838, $158,254, and $172,105 to
Liggett-Stashower, Inc. during 2000, 2001 and 2002, respectively. The brother of
Jon R. Ruhlman, the chairman and a director of the Company, is an officer of
Liggett-Stashower. Liggett-Stashower is a Cleveland, Ohio-based advertising and
public relations firm which assists the Company with its advertising and the
publication of its annual report. The Company believes that the fees paid to
Liggett-Stashower were substantially similar to the fees that would have been
required to be paid to an unaffiliated third-party public relations firm for
similar service. The Company has continued to contract for the services of
Liggett-Stashower in 2003.
7
PERFORMANCE GRAPH
Set forth below is a line graph comparing the cumulative total return of a
hypothetical investment in our common shares with the cumulative total return of
hypothetical investments in the NASDAQ Market Index and the Media General
Financial Services, Inc. -- Industry Group 627 (Industrial Electrical Equipment)
Index based on the respective market price of each investment at December 31,
2000, June 30, 2001, December 31, 2001, June 30, 2002, and December 31, 2002
assuming in each case an initial investment of $100 on December 31, 2000, and
reinvestment of dividends.
PREFORMED LINE PRODUCTS
CO. INDUSTRIAL ELECTRICAL EQP NASDAQ MARKET INDEX
----------------------- ------------------------- -------------------
12/31/00 100.00 100.00 100.00
6/30/01 147.44 101.10 88.36
12/31/01 146.93 76.23 79.98
6/30/02 146.05 77.50 60.80
12/31/02 134.64 56.61 55.69
---------------------------------------------------------------------------------------------
COMPANY/INDEX/MARKET 12/31/2000 6/30/2001 12/31/2001 6/30/2002 12/31/2002
---------------------------------------------------------------------------------------------
Preformed Line Products
Co. 100.00 147.44 146.93 146.05 134.64
MG Group Index 100.00 101.10 76.23 77.50 56.61
NASDAQ Market Index 100.00 88.36 79.98 60.80 55.69
SHAREHOLDER PROPOSALS FOR 2004 ANNUAL MEETING
Proposals of shareholders intended to be presented, pursuant to Rule 14a-8
under the Securities Exchange Act of 1934 (the "Exchange Act"), at our 2004
annual meeting of shareholders must be received by us at 660 Beta Drive,
Mayfield Village, Ohio 44143, on or before November 27, 2003, for inclusion in
our proxy statement and form of proxy relating to the 2004 annual meeting of
shareholders. In order for a shareholder's proposal outside of Rule 14a-8 under
the Exchange Act to be considered timely within the meaning of Rule 14a-4(c) of
the Exchange Act, such proposal must be received by us at the address listed in
the immediately preceding sentence not later than February 10, 2004.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors and executive
officers, and owners of more than 10% of our common shares, to file with the
Securities and Exchange Commission (the "SEC") and the NASDAQ initial reports of
ownership and reports of changes in ownership of our Common Shares and other
8
equity securities. Executive officers, directors and owners of more than 10% of
the common shares are required by SEC regulations to furnish our Company with
copies of all forms they file pursuant to Section 16(a).
To our knowledge, based solely on our review of the copies of such reports
furnished to us and written representations that no other reports were required,
during the fiscal year ended December 31, 2002, all Section 16(a) filing
requirements applicable to its executive officers, directors and
greater-than-10% beneficial owners were complied with.
OTHER MATTERS
INDEPENDENT PUBLIC ACCOUNTANTS
We have not selected our independent accountants for the current fiscal
year. The audit committee of the Board of Directors will make this selection
later in the year. Representatives of PwC, which served as our independent
public accountants for the fiscal year ended December 31, 2002, are expected to
be present at the annual meeting of shareholders, will have an opportunity to
make a statement if they so desire, and will be available to respond to
appropriate questions.
AUDIT FEES
The aggregate fees billed for professional services rendered by PwC for the
audit of the Company's annual financial statements for the years ended December
31, 2001 and 2002, and for PwC's reviews of the financial statements included in
the Company's Form 10-Q filed with the Securities and Exchange Commission were
$378,000, and $415,000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
PwC performed no services and therefore billed no fees relating to
operating or supervising the operation of the Company's information systems or
local area network or for designing or implementing the Company's financial
information management systems during 2001 or 2002.
ALL OTHER FEES
The aggregate fees billed for other professional services rendered to the
Company by PwC other than audit fees were $119,800 in 2001, and $121,000 in
2002.
MISCELLANEOUS
If the enclosed proxy is executed and returned to us, the persons named in
it will vote the shares represented by that proxy at the meeting. The form of
proxy permits specification of a vote for the election of directors as set forth
under "Election of Directors" above, the withholding of authority to vote in the
election of directors, or the withholding of authority to vote for one or more
specified nominees. When a choice has been specified in the proxy, the shares
represented will be voted in accordance with that specification. If no
specification is made, those shares will be voted at the meeting to elect
directors as set forth under "Election of Directors" above. Under Ohio law and
our Amended and Restated Articles of Incorporation, broker non-votes and
abstaining votes will not be counted in favor of or against any nominee.
Director nominees who receive the greatest number of affirmative votes will be
elected directors. If any other matter properly comes before the meeting, the
persons named in the proxy will vote thereon in accordance with their judgment.
We do not know of any other matter that will be presented for action at the
meeting and we have not received any timely notice that any of our shareholders
intend to present a proposal at the meeting.
By order of the Board of Directors,
J. RICHARD HAMILTON,
Secretary
Dated: March 28, 2003
9
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PREFORMED LINE PRODUCTS COMPANY
PROXY
The undersigned hereby appoints Jon R. Ruhlman, Wilber C. Nordstrom
and J. Richard Hamilton, and each of them, attorneys and proxies of
the undersigned, with full power of substitution, to attend the annual
meeting of shareholders of Preformed Line Products Company to be held
at 660 Beta Drive, Mayfield Village, Ohio, on Monday, April 28, 2003,
at 9:00 a.m., local time, or any adjournment thereof, and to vote the
number of common shares of Preformed Line Products Company which the
undersigned would be entitled to vote, and with all the power the
undersigned would possess if personally present, as follows:
1.
---------------- FOR (except as noted below), or
---------------- WITHHOLD AUTHORITY to vote for, the following
nominees for election as directors, each to serve until the 2005 annual
meeting of the shareholders and until his successor has been duly
elected and qualified: Robert G. Ruhlman, Frank B. Carr, and Barbara
Ruhlman.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY PARTICULAR NOMINEE,
WRITE THAT NOMINEE'S NAME ON THE LINE PROVIDED BELOW.)
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2. On such other business as may properly come before the meeting.
(To be signed on reverse side)
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(Continued from other side)
THE PROXIES WILL VOTE AS SPECIFIED ABOVE, OR IF A CHOICE IS NOT
SPECIFIED, THEY WILL VOTE FOR THE NOMINEES LISTED IN ITEM 1.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
Receipt of the Notice of Annual Meeting of Shareholders and Proxy
Statement dated March 28, 2003, is hereby acknowledged.
Dated ,2003
------------------
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Signature(s)
(Please sign exactly as your
name or names appear hereon,
indicating, where proper,
official position or
representative capacity.)
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