-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M0tmIGRqpMhK6/1oOyaGO5yKt3FyOWffM6emIXGd3UmSA4Oz2XyBWm6QZ4x9/Z6U yZCbntl0HC29z2x3u4gP0A== 0000021759-96-000006.txt : 19960202 0000021759-96-000006.hdr.sgml : 19960202 ACCESSION NUMBER: 0000021759-96-000006 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951031 FILED AS OF DATE: 19960201 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLLINS INDUSTRIES INC CENTRAL INDEX KEY: 0000021759 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 430985160 STATE OF INCORPORATION: MO FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09801 FILM NUMBER: 96510036 BUSINESS ADDRESS: STREET 1: 421 E 30TH AVE CITY: HUTCHINSON STATE: KS ZIP: 67502 BUSINESS PHONE: 3166635551 MAIL ADDRESS: STREET 1: 421 EAST 30TH AVENUE CITY: HUTCHINSON STATE: KS ZIP: 67502 DEF 14A 1 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 x Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary proxy statement x Definitive proxy statement Definitive additional materials Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12 Collins Industries, Inc. (Name of Registrant as Specified in Its Charter) Collins Industries, Inc. (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (Check the appropriate box): x $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(l), or 14a-6(j)(2). $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). Fee computed on table below per Exchange Act Rule (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transactions applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:1 (4) Proposed maximum aggregate value of transaction: Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: $125 (2) Form, schedule or registration statement no.: (3) Filing party: (4) Date filed: 02/01/96 ________________ 1Set forth the amount on which the filing fee is calculated and state how it was determined. Collins Industries, Inc. 421 East 30th Avenue Hutchinson, Kansas 67502-2489 316-663-5551 January 19, 1996 Dear Stockholder, You are cordially invited to attend the Annual Meeting of Stockholders of Collins Industries, Inc. which will be held at 10 a.m., Central Standard Time, on Friday, February 23, 1996, at the Hutchinson Air Base Industrial Tract, Hutchinson, Kansas 67501. We plan to review the status and future opportunities for the Company and the industries we serve. The principal business matters to be considered at the meeting will be the election of two directors, the approval of an amendment to the Articles of Incorporation, as more specifically discussed in the attached Proxy Statement, and the ratification of auditors for the fiscal year ending October 31, 1996. Attached you also will find the Notice of the Annual Meeting of Stockholders and your proxy for the meeting. It is important that your shares be represented at the meeting, and we hope you will be able to attend the meeting in person. Whether or not you plan to attend the meeting, please be sure to complete and sign the enclosed proxy and return it to us in the envelope provided as soon as possible so that your shares may be voted in accordance with your wishes. Your prompt response will save the Company the cost of further solicitation of unreturned proxies. We look forward to seeing you on February 23. Sincerely yours, Don L. Collins Chairman of the Board COLLINS INDUSTRIES, INC. 421 East 30th Avenue Hutchinson, Kansas 67502 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held On February 23, 1996 NOTICE IS HEREBY GIVEN THAT the annual meeting of Stockholders (the "Annual Meeting") of Collins Industries, Inc., a Missouri corporation (the "Company"), will be held at the Hutchinson Air Base Industrial Tract, Hutchinson, Kansas 67501 on Friday, February 23, 1996, at 10 a.m., Central Standard Time, for the purpose of considering and voting upon the following matters: 1. The election of two directors to serve their respective terms and until their successors shall be elected and shall qualify; 2. The approval of an amendment to the Articles of Incorporation, as more fully described in the accompanying Proxy Statement; 3. To ratify the appointment of Arthur Andersen LLP, as independent public accountants for the Company for the fiscal year ending October 31, 1996; and 4. The transaction of such other business as may properly come before the meeting and any adjournments thereof. All of the above matters are more fully described in the accompanying Proxy Statement, into which this notice is incorporated by reference. The Board of Directors has fixed the close of business on January 8, 1996, as the date of record for determining stockholders entitled to receive notice of and to vote at the Annual Meeting and any adjournments thereof. The stock transfer books of the Company will remain open between the record date and the date of the meeting. IN ORDER THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING, PLEASE FILL OUT, DATE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY OR PLAN TO ATTEND THE ANNUAL MEETING IN PERSON OR BY PROXY. A RETURN-ADDRESSED ENVELOPE, WHICH REQUIRES NO POSTAGE, IS ENCLOSED. IF YOU LATER DESIRE TO REVOKE OR CHANGE YOUR PROXY FOR ANY REASON, YOU MAY DO SO AT ANY TIME BEFORE THE VOTING, BY DELIVERING TO THE COMPANY A WRITTEN NOTICE OF REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE OR BY ATTENDING THE ANNUAL MEETING AND VOTING IN PERSON. By order of the Board of Directors Dated: January 19, 1996 Lewis W. Ediger Secretary COLLINS INDUSTRIES, INC. 421 East 30th Avenue Hutchinson, Kansas 67502 PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS To be held on February 23, 1996 GENERAL INFORMATION INTRODUCTION. This Proxy Statement is furnished in connection with the solicitation by and on behalf of the Board of Directors of the Company of proxies for use at the Annual Meeting of Stockholders to be held on Friday, February 23, 1996 at 10:00 a.m., Central Standard Time, at the Hutchinson Air Base Industrial Tract, Hutchinson, Kansas 67501, and at any adjournment thereof, and, together with the enclosed Form of Proxy and Annual Report to Stockholders for the fiscal year ended October 31, 1995 (the "Annual Report"), is being mailed to the Stockholders on or about January 19, 1996. The address of the principal executive offices of the Company is 421 East 30th Avenue, Hutchinson, Kansas 67502. Except for items specifically incorporated by reference herein, the Annual Report does not form any part of this Proxy Statement. REVOCABILITY OF PROXIES. Each proxy that is properly executed and returned in time for use at the Annual Meeting will be voted at the Annual Meeting, and any adjournments thereof, in accordance with the choices specified. Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before the voting by delivering to the Company a written notice of revocation or a duly executed proxy bearing a later date or by attending the Annual Meeting and voting in person. COST OF SOLICITATION. The entire cost of solicitation of proxies will be borne by the Company. Solicitation will be made by mail. Additional solicitation may be made by officers and employees of the Company by means of a follow-up letter, personal interview, telephone or telegram. Such persons will receive no additional compensation for such services. Proxy cards and materials also will be distributed to beneficial owners through brokers, custodians, nominees and similar parties, and the Company intends to reimburse such parties for reasonable expenses incurred by them in connection with such distribution. In order to ensure that a quorum is obtained and the requisite number of Stockholders are eligible to vote on the proposals discussed herein, the Company has retained Corporate Investor Communications, Inc. (the "Solicitor") for proxy solicitation and advisory services in connection with the solicitation, for which the Solicitor is to receive a fee of approximately $4,000 together with reimbursement for its reasonable out-of-pocket expenses. The Company has agreed to indemnify the Solicitor against certain losses, claims and expenses incurred by the Solicitor in conjunction with the solicitation. QUORUM AND VOTING. The authorized capital stock of the Company consists of 17,000,000 shares of Common Stock, $.10 par value per share (the "Common Stock") and 3,000,000 shares of Capital Stock, other than Common Stock, $ .10 par value per share (the "Capital Stock"). As of the close of business on January 8, 1996 (the "Record Date"), there were 7,295,556 shares of Common Stock outstanding and no shares of Capital Stock outstanding. All of the issued and outstanding shares of Common Stock of record as of the Record Date are entitled to vote at the Annual Meeting. Only stockholders of record (not including Treasury Shares) of the 7,295,556 shares of Common Stock, outstanding as of the Record Date, will be entitled to vote. Each share of Common Stock is entitled to one vote on all matters, except in the election of directors where the stockholders have cumulative voting rights as described under "Election of Directors." The presence, in person or by proxy, of the holders of record of a majority of the outstanding shares of Common Stock entitled to vote is necessary to constitute a quorum at the Annual Meeting. Abstentions and broker non-votes are tabulated as if no votes were cast for the matters indicated. MATTERS TO BE ACTED UPON AT THE MEETING As indicated in the Notice of Annual Meeting of Stockholders, two directors will be elected, and the Stockholders will be asked to approve an amendment to the Articles of Incorporation and to ratify the appointment of auditors for the fiscal year ending October 31, 1996. Proposal 1: ELECTION OF DIRECTORS The Board of Directors is presently comprised of six (6) directors serving staggered terms. One vacancy has existed on the Board of Directors since the resignation of a Board member in Fiscal 1993. A proposal is being presented to the Stockholders (Proposal 2 below) which would amend Article VI of the Articles of Incorporation which presently require no fewer than seven (7) nor more than nine (9) directors. Such amendment would allow the Board of Directors to set the number of directors from time to time hereafter, in accordance with the Bylaws. The present desire of the Board of Directors is to fix the number of directors at six (6). With a Board comprised of six (6) directors, serving staggered three year terms, The General and Business Corporation Law of Missouri would require that two (2) directors be elected each year. Of the present board, only the term of Don L. Collins is due to expire in 1996. However, Don S. Peters, who was elected last year to a three (3) year term, has submitted a resignation conditional on his being re-elected as a director along with Don L. Collins to serve a new three (3) year term beginning 1996. Each stockholder has cumulative voting rights in electing directors, which means the number of shares owned may be multiplied by the number of directors to be elected and the cumulative total voted for one (1) candidate or otherwise distributed among any number of candidates. Cumulative voting rights may be exercised in the same manner as other voting rights; that is, by proxy or in person. The two (2) candidates receiving the highest number of votes shall be elected. The two (2) persons named in the enclosed proxy, or their substitutes, will vote signed and returned proxies for the nominees listed below and, unless otherwise indicated on the proxy, cumulative votes will be divided equally between the nominees. The proxies cannot be voted for a greater number of persons than the number of nominees named below. Each of the nominees has been designated as such by the Board of Directors for the terms specified by their names, and has agreed to serve if elected. Each of the nominees is currently serving as a director, and information about each nominee is set forth under "Management." The Board of Directors has no reason to believe that either of the nominees will become unavailable for election. However, if for any reason, either of the nominees are not available for election, another person or persons may be nominated by the Board of Directors and voted for in the discretion of the persons named in the enclosed proxy. Vacancies on the Board of Directors occurring after the election will be filled by Board appointment to serve until the next election of such position by the Stockholders. THE BOARD OF DIRECTORS RECOMMENDS ELECTION OF EACH NOMINEE Don L. Collins 3-year term Don S. Peters 3-year term Proposal 2: AMENDMENT TO THE ARTICLES OF INCORPORATION The Board of Directors has adopted a resolution proposing an amendment to the Articles of Incorporation. It is proposed that Article VI of the Articles of Incorporation be amended in its entirety to read as follows: The present Board of Directors of the Company is comprised of six (6) persons. Hereafter, the number of directors of the Company shall be fixed by, or in the manner provided in, and elected in the manner provided in, the Bylaws of the Company, the applicable provisions of which shall be consistent with those provisions of The General and Business Corporation Law of Missouri relating to the election of directors. The Company shall give written notice to the Missouri Secretary of State within thirty (30) days of the date when the number of directors is fixed or changed by any method. The Board of Directors has determined that, in order to give the Board maximum flexibility in establishing the optimum number of directors to guide and manage the Company, it is in the best interests of the Company and its Stockholders for (i) the present Board of Directors to consist of six (6) members and (ii) the Board of Directors to be able to change this number in the manner provided in the Bylaws, which currently provide that the entire Board of Directors of the Company shall not be less than three (3) nor more than nine (9). Vacancies which occur during the year may be filled by the Board of Directors to serve until the next Annual Meeting. Approval of this proposal will require the affirmative vote of a majority of the shares of the Company's Common Stock outstanding as of the Record Date. The Board of Directors recommends a vote FOR this proposal. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information as of December 8, 1995, with respect to (i) each person who is known by the Company to own beneficially in excess of 5% of the outstanding Common Stock, (ii) each director of the Company, (iii) each named executive officer and (iv) all directors and executive officers of the Company as a group. Each person listed below exercises sole voting power and sole investment power unless otherwise indicated by footnote. As of December 8, 1995, there were 7,286,887 shares of Common Stock of the Company issued and outstanding. Shares Beneficially Percentage Name and Address Owned Owned Dimensional Fund Advisors, Inc. 517,975(1) 7.11% 1299 Ocean Avenue Santa Monica, CA 90401 Collins Industries Tax Deferred 429,529(2) 5.89% Savings Plan and Trust c/o Bank of Kansas, Trustee P.O. Box 1707 Hutchinson, KS 67504-1707 Don L. Collins 1,145,171(3) 15.43% 222 West Comstock Ave., Suite 214 Winter Park, FL 32789 Donald Lynn Collins 446,797(4) 5.98% 421 East 30th Avenue Hutchinson, KS 67502 Lewis W. Ediger 320,809(5) 4.36% 421 East 30th Avenue Hutchinson, KS 67502 Robert E. Lind 171,855(6) 2.35% 421 East 30th Avenue Hutchinson, KS 67502 Arch G. Gothard, III 158,500(7) 2.16% 421 East 30th Avenue Hutchinson, KS 67502 Don S. Peters 84,025(8) 1.14% 421 East 30th Avenue Hutchinson, KS 67502 Larry W. Sayre 27,500(9) * 421 East 30th Avenue Hutchinson, KS 67502 Terry L. Clark 18,000(10) * 421 East 30th Avenue Hutchinson, KS 67502 All executive officers and 2,448,729(11) 30.89% directors as a group (10 persons) * Less than 1%. (1) As of February 16, 1995, pursuant to the Schedule 13G filed with Securities and Exchange Commission. Includes 312,550 shares owned by Dimensional Fund Advisors, Inc. Persons who are officers of Dimensional Fund Advisors, Inc. also serve as officers of DFA Investment Dimensions Group, Inc. (the "Fund") and the DFA Investment Trust Company (the "Trust"), each an open-end management investment company registered under the Investment Company Act of 1940. In their capacities as officers of the Fund and the Trust, these persons vote 186,325 additional shares which are owned by the Fund and 19,100 additional shares which are owned by the Trust. (2) As of December 8, 1995, confirmed with the trustee of the Plan, Bank of Kansas. (3) Does not include 7,559 shares owned by Sharon Collins, the wife of Mr. Collins, as to which Mr. Collins disclaims beneficial ownership. Includes (i) 135,000 shares deemed beneficially owned pursuant to options exercisable within 60 days, (ii) 25,000 shares of restricted stock, which will vest 1/36 per month over the three (3) years beginning January 20, 1995 and (iii) 64,922 shares owned by Collins Capital Corporation, of which Mr. Collins is an officer, for which Mr. Collins shares voting and investment power. (4) Includes (i) 180,000 shares deemed beneficially owned pursuant to options exercisable within 60 days, (ii) 75,000 shares of restricted stock, which will vest 1/36 per month over the three (3) years beginning January 20, 1995 and (iii) 64,922 shares owned by Collins Capital Corporation, of which Mr. Collins is an officer, for which Mr. Collins shares voting and investment power. (5) Includes 75,000 shares deemed beneficially owned pursuant to options exercisable within 60 days. Also includes 14,128 shares for which Mr. Ediger shares voting and investment power. (6) Includes 32,500 shares deemed beneficially owned pursuant to options exercisable within 60 days. (7) Includes 61,000 shares deemed beneficially owned pursuant to options exercisable within 60 days. (8) Includes 59,000 shares deemed beneficially owned pursuant to options exercisable within 60 days. Mr. Peters has shared investment power with respect to 6,275 shares. (9) Includes 27,500 shares deemed beneficially owned pursuant to options exercisable within 60 days. (10) Includes 15,000 shares deemed beneficially owned pursuant to options exercisable within 60 days. (11) Includes 640,000 shares deemed beneficially owned pursuant to options exercisable within 60 days. MANAGEMENT Directors and Executive Officers The following table sets forth certain information with respect to the directors and executive officers of the Company. Name Age Position Within The Company Don L. Collins (1) 64 Chairman, Chief Executive Officer, Director Donald Lynn Collins (2) 43 President, Chief Operating Officer, Director Lewis W. Ediger (3) 64 Secretary, Vice-President, Director Robert E. Lind (2) 71 Director Don S. Peters (2) 66 Director Arch G. Gothard, III (3) 50 Director Larry W. Sayre 47 Vice-President Finance and Chief Financial Officer Rodney T. Nash 50 Vice-President Engineering Jack W. Cowden 48 Vice-President Human Resources Terry L. Clark 44 Vice-President Operations (1) Term as director expires in 1996. (2) Term as director expires in 1998. (3) Term as director expires in 1997. Don L. Collins, founder of the Company, has served as Chairman of the Board and Chief Executive Officer since its inception in 1971 and is chairman of the Board's Executive Committee. Donald Lynn Collins joined the Company in 1980 after being associated with Arthur Andersen & Co., an international accounting firm. Mr. Collins has served as President of the Company since 1990, Chief Operating Officer since 1988 and Assistant Secretary since 1982. He is a member of the Board's Policy Committee, Nominating Committee, Executive Committee, Compensation Committee, Finance Committee and Audit Committee. He is the son of Don L. Collins. Lewis W. Ediger, a director and Vice-President of the Company since 1972, and Secretary since 1991, is a member of the Board's Policy Committee and Executive Committee and is chairman of the Nominating Committee. Robert E. Lind, a director of the Company since 1972, was employed by the Company as its purchasing manager from 1972 until his retirement in 1980. He is a member of the Board's Compensation Committee. Don S. Peters, a director of the Company since 1983, founded and was chairman of Peters, Gamm, West and Vincent, Inc. an investment advisory firm in Wichita, Kansas, from 1983 to December 1991. He has been a financial consultant with Central Plains Advisors, Inc. since December 1991. He is a member of the Board's Audit Committee and is chairman of the Board's Compensation and Policy Committees. Arch G. Gothard, III, a director of the Company since 1987, has been president of First Kansas Group, an investment firm in Junction City, Kansas, since January 1988. He was chief financial officer, treasurer and director of Communications Services, Inc. from 1985 to 1989. He is a member of the Board's Nominating Committee and is chairman of the Board's Audit Committee and Finance Committee. Mr. Gothard also serves as a director of Golden Pharmaceuticals, Inc. Larry W. Sayre joined the Company in August 1993 as Vice-President Finance and Chief Financial Officer. Mr. Sayre is a certified public accountant and most recently served in the consulting division of Grant Thornton, a national accounting firm. Rodney T. Nash joined the Company in 1979 as Engineering Manager and was named Vice-President Engineering of the Company in November 1986. Prior to joining the Company, he held engineering positions with Hesston Corporation and Butler Manufacturing. Jack W. Cowden joined the Company in 1989 and was named Vice- President, Human Resources in February 1990. Mr. Cowden has over 20 years Human Resources experience. Prior to joining the Company, he was director of employee relations with a division of Emerson Electric and Cessna Aircraft. Terry L. Clark joined the Company in July 1993 as President of Mobile-Tech Corporation and was promoted to Vice-President Operations of the Company in July, 1994. Mr. Clark was President of Quest Communications, Inc. from February 1990 to March 1992 and was Chief Financial Officer and Chief Operating Officer of Ascom Autelca, Inc. from November 1988 to February 1990, two companies serving the telecommunications industry. All executive officers serve at the discretion of the Board of Directors. Settlement of Securities and Exchange Commission Investigation On November 3, 1994, the Securities and Exchange Commission (the "Commission") instituted public administrative proceedings against the Company, Donald Lynn Collins and other representatives of the Company, pursuant to Section 21C of the Securities Exchange Act of 1934 (the "Exchange Act") and Section 8A of the Securities Act of 1933 (the "Securities Act") concerning alleged violations of the anti-fraud, record-keeping and internal controls provisions of the Exchange Act and the Securities Act. Simultaneously with the institution of the proceedings, the Commission accepted an offer of settlement from each respondent in which, without admitting or denying the findings of the Commission, each respondent agreed to the issuance of an order directing the respondent to cease and desist from committing and/or causing violations of certain provisions of the Exchange Act and, as to the Company and Donald Lynn Collins, the Securities Act. Compliance with Section 16(a) of the Exchange Act The following directors of the Company failed to file on a timely basis reports required by Section 16(a) of the Exchange Act: Number of Number of Reports: Transactions: Don L. Collins 2 3 Donald Lynn Collins 2 3 Lewis W. Ediger 1 2 Robert E. Lind 1 2 Don S. Peters 1 2 Arch G. Gothard, III 1 2 All of the above-described reports have since been filed by the respective directors. COMMITTEES OF THE BOARD The Board of Directors has established standing Audit, Compensation and Nominating Committees. The principal responsibilities of each such committee are described below. The members of each such committee are identified in the director biographies set forth under "Management." The Audit Committee, consisting of two non-employee directors and one employee director, met twice during Fiscal 1995. Each year it recommends the appointment of a firm of independent public accountants to examine the accounting records of the Company and its subsidiaries for the coming year. In making this recommendation, it reviews the nature of both audit- related and non-audit-related services rendered or to be rendered to the Company and its subsidiaries by the independent public accountants. The Audit Committee meets with representatives of the Company's independent public accountants and reviews with them audit scope, procedures and results, including any problems identified by the independent public accountants regarding internal accounting controls, and their recommendations. It also meets with the Company's chief financial officer to review reports on the functioning of financial controls and internal auditing and assesses internal controls within the Company and its subsidiaries based upon the activities of the internal auditing staff. The Audit Committee evaluates the performance of that staff. The Audit Committee also is prepared to meet with the Company's independent public accountants or chief financial officer at their request to review any special situation arising in relation to any of the foregoing subjects. The Compensation Committee, consisting of two non-employee directors and one employee director, met once during Fiscal 1995. The Compensation Committee establishes the compensation policies of the Company and makes salary recommendations to the Board of Directors for all elected officers. It also recommends bonuses for officers and other senior executives. The Nominating Committee, consisting of three directors, met once during Fiscal 1995. It recommends to the Board of Directors nominees for director to be proposed for election by the stockholders and also reviews the qualifications of, and recommends to the Board of Directors, candidates to fill Board of Director vacancies as they may occur during the year. The Nominating Committee considers suggestions from many sources, including stockholders, regarding possible candidates for director. Such suggestions, together with appropriate biographical information, should be submitted to the Secretary of the Company for consideration by the Nominating Committee by October 31, 1996 for the next annual stockholders meeting. Guidelines regarding the qualifications of candidates for directors, insofar as they apply to non-employees, generally favor individuals who have managed relatively large, complex business, educational, or other organizations or who, in a professional or business capacity, are accustomed to dealing with complex business or financial problems. Actions taken by any committee of the Board of Directors are reported to the Board of Directors, usually at its next meeting. There were fourteen Board of Directors meetings during Fiscal 1995. In Fiscal 1995, each director attended more than 75% of (i) the total number of meetings of the Board of Directors and (ii) the total number of meetings held by all committees of the Board on which he served. EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE The following table sets forth certain information regarding compensation paid during each of the Company's last three fiscal years to the Company's Chief Executive Officer and the other named executive officers. ANNUAL COMPENSATION Name and Other Principal annual Position Year Salary($) Bonus($) Compensation ($) (a) (b) (c) (d) (e) Don L. Collins 1995 319,992 52,083 -- Chief Executive 1994 301,851 -- -- Officer 1993 291,321 -- 110,198(1) Donald Lynn Collins 1995 237,511 17,361 -- President, Chief 1994 224,556 -- -- Operating Officer 1993 212,907 -- 253,980(2) Lewis W. Ediger 1995 119,155 -- -- Vice President, 1994 115,395 -- 150,511(3) Secretary 1993 109,821 -- 106,400(4) Terry L. Clark 1995 109,594 -- -- Vice President 1994 93,598 -- -- Operations 1993 31,025 -- -- Larry W. Sayre 1995 106,129 -- -- Vice President 1994 102,574 -- 17,417(5) Finance 1993 25,000 -- -- LONG TERM COMPENSATION AWARDS PAY Securities OUTS All Name and Restricted Underlying Other Principal Stock Options/ LTIP Comp. Position Awards ($)(6) SARs(#)(7) Payouts($) ($) (a) (f) (g) (h) (i) Don L. Collins $ 50,000 $ 135,000 -- -- Chief Executive -- -- -- -- Officer -- -- -- -- Donald Lynn Collins $ 150,000 180,000 -- -- President, Chief -- -- -- -- Operating Officer -- -- -- -- Lewis W. Ediger -- 75,000 -- -- Vice President, -- -- -- -- Secretary -- -- -- -- Terry L. Clark -- 15,000 -- -- Vice President -- -- -- -- Operations -- -- -- -- Larry W. Sayre -- 27,500 -- -- Vice President -- -- -- -- Finance -- 25,000 -- -- (1) Includes $77,135 for reimbursement of taxes paid on stock award. (2) Includes $231,668 for reimbursement of taxes paid on stock award. (3) For reimbursement of taxes paid on stock award. (4) Includes $91,338 for reimbursement of taxes paid on stock award. (5) For reimbursement of relocation expenses. (6) Don L. Collins and Donald Lynn Collins were granted Restricted Stock Awards as of January 20, 1995 in the amounts of 25,000 and 75,000 shares, respectively. These shares (i) will vest 1/36 per month over three (3) years and (ii) represent the only shares of restricted stock outstanding as of October 31, 1995. Dividends will be paid on these shares to the same extent as dividends are paid on the Common Stock generally. (7) Granted pursuant to the Company's 1995 Stock Option Plan and 1995 Stock Option Exchange Plan. OPTION/SAR GRANTS IN LAST FISCAL YEAR INDIVIDUAL GRANTS Number of Percent of securities total options/ underlying SARs granted Exercise or Options/SARs to employees base price Name granted (#) in fiscal year ($/Sh) (a) (b) (c) (d) Don L. Collins 100,000 (1) -- $ 1.750 28,000 30.3 % $ 1.750 128,000 (2) -- $ 1.750 7,000 7.6 % $ 2.338 Donald Lynn Collins 150,000 (3) -- $ 1.750 21,000 22.7 % $ 1.750 171,000 (4) -- $ 1.750 9,000 9.7 % $ 2.125 Lewis W. Ediger 60,000 (5) -- $ 1.750 9,000 9.7 % $ 1.750 69,000 (6) -- $ 1.750 6,000 6.5 % $ 2.125 Terry L. Clark 10,000 (7) -- $ 1.750 10,000 (8) -- $ 1.750 5,000 5.4 % $ 2.125 Larry W. Sayre 25,000 (9) -- $ 1.750 25,000 (10) 2.7% $ 1.750 2,500 -- $ 2.125 Potential realizable value at assumed annual rates of stock price appreciation for option term Expiration Name Date 5% ($) 10% ($) (a) (e) (f) (g) Don L. Collins 12/15/99 -- -- 12/15/99 -- -- 03/30/05 $ 140,928 $ 356,992 02/24/00 $ 2,618 $ 7,588 Donald Lynn Collins 12/15/99 -- -- 12/15/99 -- -- 03/30/05 $ 188,271 $ 476,919 02/24/05 $ 12,024 $ 30,483 Lewis W. Ediger 12/15/99 -- -- 12/15/99 -- -- 03/30/05 $ 75,969 $ 192,441 02/24/05 $ 8,016 $ 20,322 Terry L. Clark 12/15/99 -- -- 03/30/05 $ 11,010 $ 27,890 02/24/05 $ 6,680 $ 16,935 Larry W. Sayre 12/15/99 -- -- 03/30/05 $ 27,525 $ 69,725 02/24/05 $ 3,340 $ 8,467 Each stock option is exercisable six (6) months after the date of grant. (1) Cancellation of two options to buy 50,250 and 49,750 shares of Common Stock in exchange for grant of option to buy 100,000 shares of Common Stock. (2) Cancellation of two options to buy 100,000 and 28,000 shares of Common Stock in exchange for grant of option to buy 128,000 shares of Common Stock, pursuant to the Collins Industries, Inc. 1995 Stock Option Exchange Plan. (3) Cancellation of two options to buy 113,250 and 36,750 shares of Common Stock in exchange for grant of option to buy 150,000 shares of Common Stock. (4) Cancellation of two options to buy 150,000 and 21,000 shares of Common Stock in exchange for grant of option to buy 171,000 shares of Common Stock, pursuant to the Collins Industries, Inc. 1995 Stock Option Exchange Plan. (5) Cancellation of two options to buy 44,250 and 15,750 shares of Common Stock in exchange for grant of option to buy 60,000 shares of Common Stock. (6) Cancellation of two options to buy 60,000 and 9,000 shares of Common Stock in exchange for grant of option to buy 69,000 shares of Common Stock, pursuant to the Collins Industries, Inc. 1995 Stock Option Exchange Plan. (7) Cancellation of two options to buy 5,000 shares of Common Stock in exchange for grant of option to buy 10,000 shares of Common Stock. (8) Cancellation of option to buy 10,000 shares of Common Stock in exchange for grant of option to buy 10,000 shares of Common Stock, pursuant to the Collins Industries, Inc. 1995 Stock Option Exchange Plan. (9) Cancellation of option to buy 25,000 shares of Common Stock in exchange for grant of option to buy 25,000 shares of Common Stock. (10) Cancellation of option to buy 25,000 shares of Common Stock in exchange for grant of option to buy 25,000 shares of Common Stock, pursuant to the Collins Industries, Inc. 1995 Stock Option Exchange Plan. AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES The following table provides information related to options exercised by the named executive officer during the 1995 fiscal year and the number and value of options held at fiscal year end. The Company does not have any outstanding stock appreciation rights. Number of Value of Underlying Unexercised Unexercised In-the-Money Options at Options FY-End (#) at FY-End ($) Shares Name Acquired Value Exercisable/ Exercisable/ on Realized Unexercisable Unexercisable Exercise ($) (#) (a) (b) (c) (d) (e) Don L. Collins --- --- 135,000/0 $ 40,000/0 Donald Lynn --- --- 180,000/0 $ 53,438/0 Collins Lewis W. Ediger --- --- 75,000/0 $ 21,563/0 Terry L. Clark --- --- 15,000/0 $ 3,125/0 Larry W. Sayre --- --- 27,500/0 $ 7,813/0 TEN-YEAR OPTION/SAR REPRICINGS TABLE Securities underlying number of Market price of options/SARs stock at time of repriced or repricing or Name Date amended (#) amendment ($) (a) (b) (c) (d) Don L. Collins 12/15/94 (1) 50,250 $ 1.625 Chief Executive 12/15/94 (1) 49,750 $ 1.625 Officer 03/30/95 (2) 128,000 $ 1.75 Donald Lynn Collins 12/15/94 (3) 113,250 $ 1.625 Chief Operating 12/15/94 (3) 36,750 $ 1.625 Officer 03/30/95 (4) 171,000 $ 1.75 Lewis W. Ediger 12/15/94 (5) 44,250 $ 1.625 Vice President 12/15/94 (5) 15,750 $ 1.625 and Secretary 03/30/95 (6) 69,000 $ 1.75 Terry L. Clark 02/15/94 (7) 5,000 $ 1.625 Vice President 02/15/94 (7) 5,000 $ 1.625 Operations 03/30/95 (8) 10,000 $ 1.75 Larry W. Sayre 12/15/94 (9) 25,000 $ 1.625 Vice President 03/30/95 (10) 25,000 $ 1.75 Finance TEN-YEAR OPTION/SAR REPRICINGS TABLE (Continued) Lenth of original option Exercise price term remaining at time of at date of repricing or New exercise repricing or Name amendment ($) price ($) amendment (a) (e) (f) (g) Don L. Collins $ 3.750 $ 1.750 12 mo. Chief Executive $ 5.000 $ 1.750 14 mo. Officer $ 1.750 $ 1.750 57 mo. Donald Lynn Collins $ 3.750 $ 1.750 12 mo. Chief Operating $ 5.000 $ 1.750 14 mo. Officer $ 1.750 $ 1.750 57 mo. Lewis W. Ediger $ 3.750 $ 1.750 12 mo. Vice President $ 5.000 $ 1.750 14 mo. and Secretary $ 1.750 $ 1.750 57 mo. Terry L. Clark $ 2.750 $ 1.750 40 mo. Vice President $ 2.250 $ 1.750 47 mo. Operations $ 1.750 $ 1.750 57 mo. Larry W. Sayre $ 2.750 $ 1.750 40 mo. Vice President $ 1.750 $ 1.750 57 mo. Finance (1) Cancellation of two options to buy 50,250 and 49,750 shares of Common Stock in exchange for grant of option to buy 100,000 shares of Common Stock. (2) Cancellation of two options to buy 100,000 and 28,000 shares of Common Stock in exchange for grant of option to buy 128,000 shares of Common Stock, pursuant to the Collins Industries, Inc. 1995 Stock Option Exchange Plan. (3) Cancellation of two options to buy 113,250 and 36,750 shares of Common Stock in exchange for grant of option to buy 150,000 shares of Common Stock. (4) Cancellation of two options to buy 150,000 and 21,000 shares of Common Stock in exchange for grant of option to buy 171,000 shares of Common Stock, pursuant to the Collins Industries, Inc. 1995 Stock Option Exchange Plan. (5) Cancellation of two options to buy 44,250 and 15,750 shares of Common Stock in exchange for grant of option to buy 60,000 shares of Common Stock. (6) Cancellation of two options to buy 60,000 and 9,000 shares of Common Stock in exchange for grant of option to buy 69,000 shares of Common Stock, pursuant to the Collins Industries, Inc. 1995 Stock Option Exchange Plan. (7) Cancellation of two options to buy 5,000 shares of Common Stock in exchange for grant of option to buy 10,000 shares of Common Stock. (8) Cancellation of option to buy 10,000 shares of Common Stock in exchange for grant of option to buy 10,000 shares of Common Stock, pursuant to the Collins Industries, Inc. 1995 Stock Option Exchange Plan. (9) Cancellation of option to buy 25,000 shares of Common Stock in exchange for grant of option to buy 25,000 shares of Common Stock. (10) Cancellation of option to buy 25,000 shares of Common Stock in exchange for grant of option to buy 25,000 shares of Common Stock, pursuant to the Collins Industries, Inc. 1995 Stock Option Exchange Plan. Directors' Compensation During Fiscal 1995, the Company paid each employee director $700 for each Board of Directors meeting attended, which amounts are included in the Summary Compensation Table. Outside directors received $1,000 for each Board of Directors meeting attended and $750 for each Board of Directors committee meeting attended. In addition, Mr. Peters and Mr. Gothard each received Board of Directors retainer fees of $1,100 per month, and Mr. Lind received a Board of Directors retainer fee of $275 per month. Committee fees are not paid (i) to inside directors and (ii) to outside directors when such committee meetings are held on the same day as a Board of Directors meeting or in conjunction with a General Managers meeting. Report of the Compensation Committee on Executive Compensation The Company applies a consistent philosophy to compensation for all employees, including senior management. This philosophy is based on the premise that the achievements of the Company result from the coordinated efforts of individuals working toward common objectives. The Company strives to achieve those objectives through teamwork that is focused on meeting the expectations of customers, stockholders and employees. Executive Compensation Philosophy. The Compensation Committee of the Board of Directors makes compensation recommendations to the Board of Directors and is composed of three directors, two of whom are independent. Donald Lynn Collins serves on the Compensation Committee but abstains from decisions regarding his own compensation and the compensation of Don L. Collins. The goals of the Compensation Committee are to align compensation with business objectives and performance, and to enable the Company to attract, retain and reward executive officers who contribute to the long-term success of the Company. The Compensation Committee considers several factors in establishing the executive compensation program of the Company, including both subjective and objective factors. Although profitability of the Company and market value of its Common Stock are considered in establishing the executive compensation program, neither of these factors are determinative. Rather, the Company's executive compensation program is based on the following principles: The Company attempts to compensate competitively. The Company is committed to providing a compensation program aimed at attracting and retaining highly qualified people, primarily from within the industry. To ensure that compensation is competitive, the Company periodically compares its compensation practices with those of competitors and other companies and sets its compensation parameters based on this review. The Company compensates sustained performance. Executive officers are rewarded based upon corporate performance and individual performance. Corporate performance is not determined strictly on the basis of designated criteria, but is evaluated on the basis of many factors including but not limited to earnings, revenues, product innovation, market share, strategic and business plan goals, the extent to which strategic and business plan goals are met and current industry conditions. Individual performance is evaluated by reviewing the executive officer's individual performance as well as the performance of that officer's functional area of responsibility. The Compensation Committee also considered the key role of certain executives in effectively directing the Company's operations through the challenges which faced the Company during Fiscal 1995. The Company strives for fairness in the administration of compensation. The Company attempts to apply its compensation philosophy uniformly. The Company strives to achieve a balance of the compensation paid to a particular individual and the compensation paid to other executives both inside the Company and at competing companies. The Company's process of assessing executive performance is as follows: 1. At the beginning of the annual performance cycle, objectives and key goals are set for the Company's executives. 2. Each executive is given ongoing feedback on performance. 3. At the end of the annual performance cycle, the Chief Executive Officer and the Compensation Committee evaluate each executive's accomplishment of objectives and attainment of key goals. 4. The accomplishment of objectives and attainment of key goals affect decisions on salary increases and, if applicable, stock options. Executive Compensation Vehicles. The Company utilizes the three components of its compensation program to attract and retain key executives, enabling it to improve its products, motivate technological innovation, foster teamwork and adequately reward executives, all with the goal of enhancing stockholder value. The annual cash-based compensation for executives consists of a base salary which reflects the respective executive's level of responsibility, breadth of knowledge and technical or professional skills and is subject to increases or decreases at the discretion of the Compensation Committee. Salaries are reviewed on an annual basis and may be changed at that time based on (i) information derived from the evaluation procedures described above, (ii) a determination that an individual's contributions to the Company have increased (or decreased), and (iii) changes in market conditions and competitive compensation levels. From time to time the Company awards bonuses to executive officers upon attainment of certain Company financial and operational goals. No such bonuses were paid in Fiscal 1995. From time to time the Company also makes available to directors and executive officers incentive bonuses pursuant to the Company's unwritten Executive Incentive Compensation Plan (the "Incentive Plan"). Under the Incentive Plan, the Company may award cash and/or unregistered Common Stock to directors and executive officers of the Company. The Incentive Plan is administered by the Compensation Committee of the Board of Directors and is a discretionary plan based upon performance by the individual and the Company. For Fiscal 1995, the Chief Executive Officer ("CEO"), Don L. Collins, and the Chief Operating Officer, Donald Lynn Collins, were awarded two forms of incentive bonuses pursuant to the Incentive Plan in recognition of their continuing service to the Company: Don L. Collins - $52,083 cash and 25,000 unregistered shares; and Donald Lynn Collins - $17,361 cash and 75,000 unregistered shares. The unregistered shares (i) had a market price of $2.00 on the date of grant, (ii) will be held in escrow for a three year period and (iii) will vest 1/36 per month over such three-year period. Long-term incentives are intended to be provided through the possible grant of stock options under the 1995 Stock Option Plan. The Compensation Committee determines which executives will be eligible for grants and the objective of aligning executives' long range interests with those of the stockholders may be met by providing the executives with the opportunity to build a meaningful interest in the Company. Compensation of the Chief Executive Officer. As with the other executive officers, the CEO's total compensation is based upon several factors, including both subjective and objective factors. For Fiscal 1995, the Compensation Committee compared the CEO's annual salary with the annual salaries of chief executive officers of competitors and other peer groups, pursuant to several published national studies (the "Studies"). The Compensation Committee authorized a six percent (6%) cost-of-living increase in the CEO's annual salary and determined the CEO's annual salary to be reasonable and appropriate in light of the comparison to the Studies. It is the policy of the Compensation Committee to authorize a bonus for the CEO upon the attainment of certain Company financial and operational goals. No such bonus was granted in Fiscal 1995. As described above, the CEO was granted two forms of incentive bonuses pursuant to the Incentive Plan in Fiscal 1995. Compensation Committee Report on Repricing of Options. On December 15, 1994, the Compensation Committee (i) analyzed the difference betwee the exercise prices of the options held by the executive officers versus the then-current market price of the Company's Common Stock and (ii) determined that, because of such price differential, the options were not providing the desired incentive for the performance of the executive officers. Pursuant to this determination, the Board of Directors canceled all of the options of the executive officers outstanding as of December 15, 1994 and exchanged them for an equivalent number of options with an exercise price equal to the market price of the Company's Common Stock as of December 15, 1994 (the "Exchanged Options"). On February 24, 1995, the Stockholders of the Company ratified the 1995 Stock Option Exchange Plan (the "Exchange Plan"), a plan intended to satisfy the requirements of Rule 16b-3 under the Securities Exchange Act of 1934, as amended. In order for the executive officers to have options granted under the Exchange Plan, on March 30, 1995 the Company canceled all of the Exchanged Options and regranted an equivalent number of options pursuant to the Exchange Plan. Compensation Committee Members: Don S. Peters Donald Lynn Collins Robert E. Lind Compensation Committee Interlocks and Insider Participation During Fiscal 1995, the members of the Compensation Committee were primarily responsible for determining executive compensation. Messrs. Donald Lynn Collins, Robert E. Lind and Don S. Peters comprised the Compensation Committee. Mr. Collins is currently the President and Chief Operating Officer of the Company. Mr. Lind was employed by the Company as its purchasing manager from 1972 until his retirement in 1980. STOCK PERFORMANCE The following chart shows a five-year comparison of cumulative total stockholder returns for the Company's Common Stock during the five (5) fiscal years ended October 31, 1995 with the NASDAQ U.S. Index and an index of peer groups selected by the Company. The companies in the peer group are Coachman Industries, Thor Industries, Spartan Motors and Oshkosh Truck. The comparison assumes an investment of $100 on October 31, 1990 in each index and the Company's Common Stock and that all dividends were reinvested. 1990 1991 1992 1993 1994 1995 Peer Group $100.00 $242.11 $223.35 $292.28 $332.84 $315.43 NASDAQ INDEX $100.00 $169.20 $190.79 $245.83 $247.20 $332.06 Collins $100.00 $138.75 $188.55 $121.35 $ 82.56 $ 78.56 PROPOSAL 3: RATIFICATION BY STOCKHOLDERS OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS The Board of Directors has selected the firm of Arthur Andersen LLP,independent certified public accountants, to be the Company's auditors for the fiscal year ending October 31, 1996. Representatives of Arthur Andersen LLP, are expected to be present at the Annual Meeting and shall have the opportunity to make a statement and to respond to appropriate questions. A vote of the majority of all shares present in person or by proxy and voting at the Annual Meeting is necessary for the ratification of Arthur Andersen LLP as the Company's independent auditors for the fiscal year ending October 31, 1996. If the appointment of Arthur Andersen LLP is not approved at the Annual Meeting, the Board of Directors will consider the selection of another accounting firm. The Board recommends a vote FOR this proposal. STOCKHOLDER PROPOSALS Proposals of stockholders intended to be presented at the 1997 Annual Meeting of Stockholders must be received by the Company at the offices shown on the first page of the Proxy Statement on or before September 21, 1996, in order to be included in the proxy material proposed to be issued in connection with such meeting. OTHER MATTERS Management is not aware of any matters to come before the Annual Meeting which will require the vote of stockholders other than those matters indicated in the Notice of Meeting and this Proxy Statement. However, if any other matter requiring stockholder action should properly come before the Annual Meeting or any adjournment thereof, those persons named as proxies on the enclosed proxy card will vote thereon according to their best judgment. By order of the Board of Directors Dated: January 19, 1996 Lewis W. Ediger Secretary -----END PRIVACY-ENHANCED MESSAGE-----