-----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, D0Iyr4mwajdMql/VKW6CeU0ACyybUxkSCBlDdeT8Wk7XUnZXrQfHAFrh2GABgDbv r8+DAlog0io9oVD5OqQohQ== 0000062418-97-000003.txt : 19970520 0000062418-97-000003.hdr.sgml : 19970520 ACCESSION NUMBER: 0000062418-97-000003 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970228 FILED AS OF DATE: 19970519 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARK IV INDUSTRIES INC CENTRAL INDEX KEY: 0000062418 STANDARD INDUSTRIAL CLASSIFICATION: GASKETS, PACKAGING AND SEALING DEVICES & RUBBER & PLASTIC HOSE [3050] IRS NUMBER: 231733979 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08862 FILM NUMBER: 97610945 BUSINESS ADDRESS: STREET 1: 501 JOHN JAMES AUDUBON PKWY STREET 2: P O BOX 810 CITY: AMHERST STATE: NY ZIP: 14226 BUSINESS PHONE: 7166894972 FORMER COMPANY: FORMER CONFORMED NAME: MARK FOUR HOMES INC DATE OF NAME CHANGE: 19770921 DEF 14A 1 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant [X] 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 Mark IV Industries, Inc. - ---------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) Richard L. Grenolds - ---------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (Check the appropriate box): [ ] $125 per Exchange Act Rules 1-11(c)(1)(ii), 14A (i) (1), 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 Rules 14a(i)(4) and 0-11. 1. Title of each class of securities to which transaction applies: ________________________________________________________________ 2. Aggregate number of securities to which transaction applies: ________________________________________________________________ 3. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 1-11: (1) ________________________________________________________________ 4. Proposed maximum aggregate value of transaction: ________________________________________________________________ Set forth the amount on which the filing fee is calculated and state how it was determined. [ ] 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: ________________________________ 2. Form, Schedule or Registration Statement No.: __________ 3. Filing Party: __________________________________________ 4. Date Filed: ____________________________________________ 1 MARK IV INDUSTRIES, INC. 501 John James Audubon Parkway P.O. Box 810 Amherst, New York 14226-0810 _____________________________________________________________________________ NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JULY 21, 1997 _____________________________________________________________________________ NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Mark IV Industries, Inc., a Delaware corporation ("Mark IV" or the "Company"), will be held at the Buffalo Marriott, 1340 Millersport Highway, Amherst, New York, on Monday, July 21, 1997, at 11:00 a.m., Eastern Daylight Savings Time, for the following purposes: 1. To elect two Class I Directors to hold office until the 2000 Annual Meeting and until a successor has been elected and qualified. 2. To take action upon and transact such other business as may be properly brought before the meeting or any adjournment or adjournments thereof. The Board of Directors has fixed the close of business on May 27, 1997, as the record date for the determination of stockholders entitled to receive notice of and to vote at the Annual Meeting. Stockholders who do not expect to attend the meeting in person are urged to vote, sign and date the enclosed proxy and return it promptly in the envelope enclosed for that purpose. GERALD S. LIPPES Secretary Dated: May 29, 1997 2 MARK IV INDUSTRIES, INC. 501 John James Audubon Parkway P.O. Box 810 Amherst, New York 14226-0810 _______________________________ PROXY STATEMENT This Proxy Statement and the accompanying form of proxy are being furnished in connection with the solicitation, by the Board of Directors of Mark IV Industries, Inc., a Delaware corporation ("Mark IV" or the "Company"), of proxies to be voted at the Annual Meeting of Stockholders to be held at the Buffalo Marriott, 1340 Millersport Highway, Amherst, New York, on Monday, July 21, 1997, at 11:00 a.m., Eastern Daylight Savings Time, and at any adjournment or adjournments thereof. The close of business on May 27, 1997, has been fixed as the record date for the determination of stockholders entitled to receive notice of and to vote at the meeting. On May 1, 1997, the Company had outstanding 64,899,030 shares of Common Stock, the holders of which are entitled to one vote per share. The date of this Proxy Statement is the approximate date on which the Proxy Statement and form of proxy were first sent or given to stockholders. All share-related amounts in this Proxy Statement have been adjusted to reflect the effects of the 5% stock dividend distributed to stockholders of record as of April 18, 1997. The cost of solicitation of proxies in the accompanying form will be borne by the Company, including expenses in connection with preparing and mailing this Proxy Statement. In addition to the use of the mails, proxies may be solicited by personal interviews and telephone by directors, officers and employees of the Company. Arrangements will be made with brokerage houses, banks and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of Common Stock, and the Company will reimburse them for reasonable out-of-pocket expenses incurred by them in connection therewith. 3 The affirmative vote of a plurality of the shares of Common Stock represented in person or by proxy at the Annual Meeting is required for the election of Directors. All shares of Common Stock represented by valid proxies received pursuant to this solicitation, and not revoked, will be voted in accordance with the choices specified; where no specification is made with respect to any item submitted to a vote, such shares will be voted for the election as Directors of the persons named under the caption "Election of Directors." Since the proxy confers discretionary authority to vote upon other matters that properly may come before the Annual Meeting, shares represented by signed proxies returned to the Company will be voted in accordance with the judgment of the person or persons voting the proxies on any other matters that properly may be brought before the meeting. With regard to the election of Directors, votes may be cast in favor or withheld; votes that are withheld will be excluded entirely from the vote and will have no effect. Under the rules of the New York Stock Exchange, Inc., brokers who hold shares in street names for customers have the authority to vote on certain items when they have not received instructions from the beneficial owners. Brokers that do not receive instructions are entitled to vote on the election of Directors, without specific instructions from such customers. If a broker indicates on the proxy that it does not have discretionary authority to vote certain shares, those shares will not be considered as present and entitled to vote. The execution of a proxy will not affect a stockholder's right to attend the Annual Meeting and to vote in person. A stockholder who executes a proxy may revoke it at any time before it is exercised, by giving written notice to the Secretary, by appearing at the Annual Meeting and so stating, or by submitting another duly executed proxy bearing a later date. 4 ELECTION OF DIRECTORS The By-laws of the Company provide that the Board of Directors shall consist of not less than three nor more than six Directors who shall be divided into three classes, with the term of one class expiring each year. The Board of Directors is presently comprised of six members: William P. Montague and Joseph G. Donohoo, Class I Directors whose terms expire in 1997; Gerald S. Lippes and Herbert Roth, Jr., Class II Directors whose terms expire in 1998; and Sal H. Alfiero and Clement R. Arrison, Class III Directors whose terms expire in 1999. At the Annual Meeting of Stockholders in 1997, two Class I Directors shall be elected to hold office for a term expiring in 2000. William P. Montague and Joseph G. Donohoo have been nominated by the Board of Directors for election as such Class I Directors. The Directors will be elected by a plurality of the votes cast at the meeting. Stockholders do not have cumulative voting rights with respect to the election of Directors. Unless instructions to the contrary are received, it is intended that the shares represented by proxies will be voted for the election of William P. Montague and Joseph G. Donohoo, who are presently Directors. William P. Montague was elected a Director by the Board of Directors effective March 1, 1996, and has not previously been elected by the stockholders. Joseph G. Donohoo has been previously elected by the stockholders. If Messrs. Montague and Donohoo should become unavailable for election for any reason, it is intended that the shares represented by the proxies solicited herewith will be voted for such other persons as the Board of Directors shall designate. The Board of Directors has no reason to believe that Messrs. Montague and Donohoo will be unable or unwilling to serve if elected to office. The following information is provided concerning the Directors and the nominees for election as Class I Directors: SAL H. ALFIERO, age 59, has been Chairman of the Board and Chief Executive Officer of the Company since its incorporation. Mr. Alfiero serves as a Director of Phoenix Home Life Mutual Insurance Company and is also a Director of Marine Midland Bank. He holds a B.S. degree in Aeronautical Engineering from Rensselaer Polytechnic Institute and holds an M.B.A. degree from the Harvard Graduate School of Business Administration. WILLIAM P. MONTAGUE, age 50, has been employed by the Company since April 1972 and was elected President and a Director effective March 1, 1996. He was previously a Vice President of the Company since May 1974 and was elected Executive Vice President and Chief Financial Officer in March 1986. He holds both a B.S. degree in accounting and an M.B.A. degree from Wilkes University and is a certified public accountant. He is a Director of Gilbraltar Steel Corporation and International Imaging Materials, Inc. GERALD S. LIPPES, age 57, has been general counsel, Secretary and a Director of the Company since its incorporation. He has been engaged in the private practice of law in Buffalo, New York, since 1965 and is a partner of the firm of Lippes, Silverstein, Mathias & Wexler LLP, Buffalo, New York. Mr. Lippes is also a Director of Gibraltar Steel Corporation. 5 CLEMENT R. ARRISON, age 67, has been a Director of the Company since November 1976. He was President of the Company from 1976 until his retirement effective March 1, 1996. Mr. Arrison holds a B.S. degree in engineering from the University of Michigan and holds a professional engineering license. JOSEPH G. DONOHOO, age 78, has been a Director of the Company since its incorporation. He is Chairman of the Board of The Gibson Group, Inc. ("Gibson"), a marketer of paper board, and Chairman of the Board of Clinch River Corporation, a manufacturer of semi-chemical corrugating material. Clinch River is a majority owned subsidiary of Gibson. HERBERT ROTH, JR., age 68, has been a Director of the Company since September 1985, having been Chairman of the Board and Chief Executive Officer of LFE Corporation prior to its acquisition by Mark IV in July 1985. Mr. Roth also serves as a Director of Boston Edison Company; Phoenix Home Life Mutual Insurance Company; Landauer, Inc.; Tech/Ops Sevcon, Inc.; and Phoenix Total Return Fund, Inc., and is a Trustee of Phoenix Series Fund, Phoenix Multi Portfolio Fund, and The Big Edge Series Fund. The Board of Directors recommends a vote FOR the election of Messrs. Montague and Donohoo as Class I Directors. THE BOARD OF DIRECTORS AND ITS COMMITTEES During the fiscal year ended February 28, 1997, the Board of Directors held a total of 11 meetings. Each Director attended at least 75% of the aggregate number of meetings of the Board of Directors and meetings held by all committees of the Board of Directors on which he served. Audit Committee The Board of Directors has a standing Audit Committee comprised of Messrs. Donohoo, Roth and Lippes. The duties of the Audit Committee consist of reviewing with the Company's independent auditors and its management, the scope and results of the annual audit, the scope of other services provided by the Company's auditors, proposed changes in the Company's financial and accounting standards and principles, the Company's policies and procedures with respect to its internal accounting, auditing and financial controls, and making recommendations to the Board of Directors on the engagement of the independent auditors. The Audit Committee held two meetings during fiscal 1997. 6 Compensation Committee The Compensation Committee, which consists of Messrs. Donohoo and Roth, held four meetings during fiscal 1997. The Compensation Committee reviews and recommends the compensation arrangements for officers and other senior management personnel. Other Committees The Board of Directors does not have a standing executive or nominating committee. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY The following table sets forth certain information regarding the Directors and executive officers of the Company. Term as Positions and Offices Director Name Age with the Company Expires - ---------------------- --- ---------------------- -------- Sal H. Alfiero ........ 59 Chairman of the Board and Chief Executive Officer 1999 William P. Montague*.... 50 President and Director 1997 Gerald S. Lippes........ 57 Secretary and Director 1998 Clement R. Arrison...... 67 Director 1999 Joseph G. Donohoo*...... 78 Director 1997 Herbert Roth, Jr........ 68 Director 1998 Kurt J. Johansson....... 55 Senior Vice President -- Bruce A. McNiel......... 48 Senior Vice President -- Giuliano Zucco.......... 49 Vice President -- Richard F. Bing......... 50 Vice President -- John J. Byrne........... 48 Vice President and Chief Financial Officer -- Frederic L. Cook........ 50 Senior Vice President- Administration -- Richard L. Grenolds..... 47 Vice President and Chief Accounting Officer -- Douglas J. Fiegel....... 49 Vice President, Financial Control & Reporting -- Patricia A. Richert..... 46 Vice President and Chief Information Officer -- * Nominee for Class I Director at fiscal 1997 Annual Meeting Recent business experience of the Directors is set forth above under "Election of Directors." Recent business experience of the executive officers who are not also Directors is as follows: KURT J. JOHANSSON was elected Senior Vice President of the Company in December 1994 and is President of the Company's Mark IV Automotive business segment, headquartered in Solvesborg, Sweden, with responsibility for its worldwide operations. Mr. Johansson has been employed by the Company since October 1990. Mr. Johansson studied at the School of Economics and Business Administration in Stockholm, Sweden, as well as at the Technical University in Gothenburg, Sweden. 7 BRUCE A. McNIEL was elected Senior Vice President of the Company in December 1994 and is President of the Company's Mark IV Industrial business segment, headquartered in Miamisburg, Ohio, with responsibility for its worldwide operations. Mr. McNiel has been employed by the Company's Dayco Products, Inc. ("Dayco") subsidiary since 1977, serving in numerous executive positions, including Executive Vice President of Sales and Marketing, and Senior Vice President of Finance and Administration. He holds a B.S. degree in accounting from Wright State University and an M.B.A. degree from the University of Dayton. GIULIANO ZUCCO was elected Vice President of the Company in March 1997, and is Executive Vice President of the Company's Mark IV Automotive business segment. Mr. Zucco has been employed by the Company since January 1991 and is based in Turin, Italy. Mr. Zucco holds an Engineering degree and an M.B.A. degree from the University in Turin, Italy. RICHARD F. BING was elected Vice President of the Company in May 1997, and is President of Mark IV Industrial's Dayco Industrial Division, based in Miamisburg, Ohio. Mr. Bing has been employed by the Company since 1976, serving in various roles from Plant Manager of successively larger manufacturing facilities, to Director of Manufacturing, and Vice President - Materials Management and Procurement. He holds a B.S. degree in physical science from Rutgers University and is certified in production and inventory management. JOHN J. BYRNE has been employed by the Company since September 1973 and was elected Vice President and Chief Financial Officer in March 1996. He has been a Vice President since March 1986 and was elected Vice President - Finance of the Company in March 1988. He holds a B.S. degree in accounting from Pennsylvania State University and an M.B.A. degree from Canisius College. FREDERIC L. COOK was elected Senior Vice President - Administration in March 1988, and prior thereto, he had been Vice President - Finance of the Company since May 1986. Prior to joining the Company in 1986, Mr. Cook was a tax partner with the accounting firm of Coopers & Lybrand L.L.P., where he was employed for 19 years. He holds a B.S. degree in accounting from the Rochester Institute of Technology and is a certified public accountant. RICHARD L. GRENOLDS was elected Vice President and Chief Accounting Officer in July 1989. Prior to joining the Company in 1989, Mr. Grenolds was a general practice partner with the accounting firm of Coopers & Lybrand L.L.P., where he was employed for 17 years. He holds a B.S. degree in accounting from the Rochester Institute of Technology and is a certified public accountant. DOUGLAS J. FIEGEL was elected Vice President, Financial Control and Reporting in 1990. Prior to that he was the Company's Controller since joining the Company in 1986. He holds a B.B.A. degree in accounting from Niagara University and is a certified public accountant. PATRICIA A. RICHERT has been employed by the Company since 1973, and has been Vice President and Chief Information Officer since 1990. From August 1994 to August 1996, she was also Dayco's Vice President of Information Technology. She holds a B.S. degree in accounting from the University of Buffalo. 8
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS The following Summary Compensation Table sets forth all compensation earned by the Company's Chief Executive Officer, and each of the Company's other four most highly compensated executive officers (the "Named Executive Officers"), for the Company's fiscal year ended February 28, 1997. Comparable information has been presented for each of the Company's two preceding fiscal years. SUMMARY COMPENSATION TABLE Annual Compensation Long-Term Compensation ---------------------------------------- ---------------------------------- Awards Payouts ----------------------- ------- Restricted Securities All Other Name and Principal Fiscal Other Annual Stock Underlying LTIP Compensation Position Year Salary (A) Bonus(A) Compensation(B)(C) Awards (D) Options (E) Payouts(F) (G) (H) (I) - ------------------ ------ -------- -------- ------------------ ---------- ----------- ---------- ----------- Sal H. Alfiero - Chairman of the Board 1997 $750,000 $1,150,000 $273,404 - - - $541,827 and Chief Executive 1996 $521,000 $521,000 $ 60,631 - 55,125 - $338,072 Officer 1995 $462,166 $462,166 $ 58,136 - 118,656 - $361,576 William P. Montague - President and Director 1997 $500,000 $500,000 $ 59,465 - - - $151,253 1996 $400,000 $400,000 $ 1,526 - 38,587 - $120,131 1995 $341,667 $341,667 $ 1,401 $ 44,678 41,095 - $103,042 Kurt J. Johansson - Senior Vice President 1997 $375,000 $375,000 - - - - $ 75,000 1996 $300,000 $187,500 - - 38,587 - $ 68,850 1995 $216,667 $158,167 - $ 44,678 35,040 $17,398 $ 52,190 Bruce A. McNiel - Senior Vice President 1997 $325,000 $325,000 - - - - $ 73,850 1996 $300,000 $187,500 - - 38,587 - $ 68,850 1995 $216,667 $158,167 - $ 44,678 35,040 $17,398 $ 52,190 John J. Byrne - Vice President and 1997 $255,000 $255,000 $ 20,476 - - - $ 55,817 Chief Financial Officer 1996 $196,000 $196,000 $ 104 $ 44,678 16,536 - $ 39,933 1995 $175,200 $175,200 $ 109 - 17,652 - $ 33,078 9 Notes To Summary Compensation Table - ----------------------------------- (A) The Company's Non-Qualified Deferred Compensation Arrangements (as defined in Note H below) enable participants to defer up to 100% of their current salary and/or cash bonus to be hypothetically invested for a pre-determined fixed period of time. All deferred amounts are included in the amounts shown for "Annual Compensation" in the Summary Compensation Table for each of the years in which the compensation was earned. (B) Includes tax reimbursements paid to offset the tax effects of the Company's life insurance program and related compensation element under the rules of the Internal Revenue Code ("IRC"). Such amounts paid in fiscal 1997 to Messrs. Alfiero, Montague and Byrne were $117,302; $3,114 and $178 respectively. (C) The Company made temporary advances to certain of the Named Executive Officers during fiscal 1997, in accordance with its Executive Loan Program which was introduced in fiscal 1997. All such advances were paid-off by the Named Executive Officers as of the end of the fiscal year. The related interest was forgiven by the Company, and all such amounts have been included in this column, as well as in the individual's taxable compensation for calendar year 1997. The maximum amount of advances outstanding during fiscal 1997, and the related interest that was forgiven based upon the Company's incremental borrowing rate, amounted to $3,000,000---$156,102; $1,100,000---$56,351; and $400,000---$20,298 for Messrs. Alfiero, Montague, and Byrne, respectively. (D) The amounts represent the value of restricted stock awards as of the date of grant (less the $.01 per share consideration paid by the grantee). Dividends on the Company's Common Stock are paid currently to the holders of the restricted shares. At the end of fiscal 1997, the cumulative number of restricted shares of the Company's Common Stock, and related fair market value, held by Messrs. Alfiero, Montague, Johansson, McNiel, and Byrne were 319,070 shares - $7,083,992; 15,803 shares - $350,827; 3,040 shares - $64,494; 3,040 shares - $64,494; and 3,040 shares - $64,494 respectively. (E) All amounts have been adjusted to reflect the effects of the Company's 5% stock dividend distributed to stockholders of record as of April 18, 1997. (F) These payments are contingent upon meeting certain operating goals in subsequent years, and are subject to partial or total repayment by the individuals if such goals are not achieved. (G) The Company's contributions to its tax-qualified retirement and 401(k) savings plan for Messrs. Alfiero, Montague, McNiel, and Byrne in fiscal 1997 amounted to $5,929; $10,808; $8,850; and $11,038, respectively. All such amounts have been included in the "All Other Compensation" column. 10 (H) As a supplement to the Company's tax-qualified retirement and 401(k) savings plan, the Named Executive Officers participate in one of the Company's non-qualified deferred compensation plans ("Deferred Compensation Arrangements"). Amounts allocated in fiscal 1997 under the terms of the Deferred Compensation Arrangements amounted to $144,024; $98,988; $75,000; $65,000; and $41,130 for Messrs. Alfiero, Montague, Johansson, McNiel and Byrne, respectively. All such amounts have been included in the "All Other Compensation" column. The earnings on amounts allocated under the terms of the Deferred Compensation Arrangements are equal to the greater of the cumulative investment returns which would be realized if the executive officer's account was 100% invested in the Company's Common Stock ("equity based earnings") or in an interest bearing account ("interest based earnings"). The earnings amounts are not deemed to be compensation under the rules of the Securities and Exchange Commission (the "SEC"), and therefore are not included in the Summary Compensation Table. (I) Includes amounts deemed to be compensation under the rules of the SEC related to the present value of the premium payments made by the Company for the benefit of the Named Executive Officers under the Company's split-dollar life insurance program. Such amounts in fiscal 1997 amounted to $391,874; $41,457; and $3,649 for Messrs. Alfiero, Montague, and Byrne, respectively. The premium payments will ultimately be recovered by the Company to the extent of the cash surrender value of the policies.
11
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values - ---------------------------------------------------------------------------------- The following table sets forth information with respect to the Named Executive Officers concerning the exercise of options during fiscal 1997 and unexercised options held at the end of fiscal 1997. All amounts have been adjusted to reflect the effects of the 5% stock dividend distributed to stockholders of record as of April 18, 1997. Value of Securities Number of Securities Underlying Underlying Unexercised In Shares Unexercised Options The Money Options Acquired At Fiscal Year-End At Fiscal Year-End (A) On Value ------------------------ ------------------------- Name Exercise(#) Realized Exercisable Unexercisable Exercisable Unexercisable - ------------- ----------- -------- ---------- ------------ ----------- ------------ Sal H. Alfiero -- -- 73,108 100,672 $435,386 $597,382 William P. Montague -- -- 62,100 49,486 $499,709 $301,145 Kurt J. Johansson -- -- 42,200 49,486 $300,861 $279,244 Bruce A. McNiel -- -- 59,856 46,449 $698,985 $262,386 John J. Byrne -- -- 19,658 21,228 $156,366 $129,879 ____________________ (A) Represents the difference between the closing market value of the Company's Common Stock on February 28, 1997 ($22.20) and the exercise price of such options.
EMPLOYMENT AGREEMENTS --------------------- The Company has employment agreements ("Employment Agreements") with each of the Named Executive Officers. The Employment Agreements for Messrs. Alfiero, Montague and Byrne are dated March 1, 1995 and provide for an initial term of five years, which is automatically extended for an additional 12-month period on each annual anniversary date. The Employment Agreements for Messrs. Johansson and McNiel are dated January 1, 1995 and provide for an initial term of three years, which is automatically extended annually for an additional 12- month term after the initial term. An executive officer who is a party to an Employment Agreement is eligible to receive cash bonuses as part of the Company's bonus plans and participate in the Company's various other benefit and incentive plans. The Employment Agreements do not provide for a minimum bonus amount. The Employment Agreements for Messrs. Alfiero, Montague and Byrne provide that in the event the Company terminates the executive prior to age 61 for any reason other than Cause (as defined), such executive shall be entitled to receive a lump sum severance benefit equal to the greater of two and one-half times the sum of such executive's base salary plus bonus earned for the 12-month period immediately preceding the date of his termination, or five times the executive's then current base salary, in each case including amounts deferred at the option of the executive. In the event of termination after the executive attains age 61, such severance benefit is reduced by 20% per year, beginning at age 61, so that no severance benefit is paid if the executive is terminated at age 65. The Employment Agreements for Messrs. Johansson and McNiel provide that in the event of termination, the executive shall be entitled to receive a benefit equal to one and one-half times his base salary, payable over an 18-month period, plus a pro rata allocation of the bonus the executive would have been entitled to receive for the fiscal year had he not been terminated. The Employment Agreements further provide for severance benefits upon a "Change in Control" of the Company. The events that trigger a Change in Control under the Employment Agreements include (i) certain consolidations or mergers, (ii) certain sales or transfers of substantially all of the Company's assets, (iii) the approval of the Company's shareholders of a plan of dissolution or liquidation of the Company, (iv) the acquisition of 20% or more of the Company's outstanding Common Stock by certain persons (other than the Company's executive officers and directors, whether individually or as a group) and (v) certain changes in the membership of the Company's Board of Directors. If the executive's employment is terminated within three years of a Change in Control, other than for Cause, he will be entitled to receive a lump sum severance payment equal to three times the average of his total cash compensation during the three-year period immediately preceding his termination, plus medical and life insurance benefits for the rest of his life. The Employment Agreements define such total cash compensation to include amounts deferred at the option of the executive. The payments and benefits payable in the event of a Change in Control are not subject to any limitations that would prevent them from being considered "excess parachute payments" subject to excise tax payments or corporate deduction disallowance under the IRC. Therefore, such lump sum severance payments could require 12 excise tax payments on the part of the executive, and deduction disallowance on the part of the Company. In such instance, the impact of the excise tax payments on the executive would be reimbursed to the executive by the Company, including taxes the executive would incur on the reimbursement itself. In addition, upon a termination other than for Cause, or upon retirement and eligibility to receive benefits under the Company's tax-qualified defined contribution plan (the "Retirement Plan"), Messrs. Alfiero, Montague and Byrne will be entitled to receive from the Company an additional benefit computed as if the Retirement Plan was not subject to limits imposed on tax-qualified plans by the IRC or ERISA. Such amounts are included in the amounts accrued for such executive officers under the Deferred Compensation Arrangements, and included under the column entitled "All Other Compensation" in the Summary Compensation Table. COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION The Company's executive compensation program is designed to attract and retain top quality executives and to provide them with both an incentive and a reward for superior performance. The program includes three principal components - base salary, annual bonus opportunities and long-term incentives. The program is administered by the Compensation Committee of the Board of Directors, the members of which are outside Directors who are not employees of the Company. The Compensation Committee generally reviews base salary levels for executive officers each year. Salaries are adjusted to the extent the Compensation Committee believes is appropriate, taking into account the executives' and the Company's performance, and other factors the Compensation Committee deems relevant each year. In March 1996, the Compensation Committee increased Mr. Alfiero's annual base salary, giving consideration to the period of time since his previous increase, their assessment of his commitment to the Company to date, the Company's consolidated earnings and stock market performance, and comparisons of the Company's performance to that of companies within its Peer Group (as hereinafter defined). The Compensation Committee also increased the annual base salaries of the other Named Executive Officers as of the same date, giving similar consideration to their assessment of the executives' commitment and the Company's earnings and operating performance. Annual bonus awards are determined according to the terms of the Company's Executive Bonus Plan (the "Bonus Plan"), which has been approved by shareholders as "performance-based" in accordance with the rules of the IRC. All of the Company's executive officers participate in this Bonus Plan, which allows them the opportunity to earn a bonus of up to 200% of their base salary if the Company's earnings per share reach a specified target, as established by the Compensation Committee. No bonus is payable unless the Company achieves its projected earnings per share target. Further, no bonus is payable if the target is projected to be less than the actual earnings during the prior fiscal year. Under the bonus formula, a bonus pool is established equal to 50% of the Company's net income before taxes in excess of the net income before taxes which is necessary to meet the target (without considering extraordinary items), until the pool reaches the maximum bonus level of 200% of base salaries. If such bonus pool does not reach the maximum amount of 13 200% of base salaries, the bonuses are limited to the amount in the bonus pool, without regard to the relationship of the actual percentage increase to the percentage increase set by the Compensation Committee. Under the terms of the Bonus Plan, the Compensation Committee does not have any authority to modify the bonus amounts as computed by the bonus plan formulas. The Company exceeded its projected earnings per share target for fiscal 1997 and the Compensation Committee determined it appropriate to award a bonus equal to 100% of the base salary earned in fiscal 1997 to each of the participants in the Bonus Plan, including each of the Named Executive Officers. An additional bonus was awarded to Mr. Alfiero in fiscal 1997, in an amount equal to 50% of his base salary, as special recognition of his very significant role in the extensive transition of the Company during fiscal 1997, including the divestiture and restructuring actions. As a result of these incentive arrangements, at least 50% of the executive officers' annual cash compensation is directly linked to the operating performance of the Company, which the Compensation Committee believes helps to maximize the individual effort of all executive officers on a consistent basis. The Compensation Committee believes periodic grants of incentive stock options to the Company's executives to be appropriate long-term incentive compensation to reward the executives for their efforts to date, and provide an incentive element geared to the long-term growth in the market value of the Company's stock. No such awards were made during fiscal 1997. The Compensation Committee has reviewed the Annual Compensation of Mr. Alfiero in comparison to the amounts earned by the Chief Executive Officers of the companies included in the Peer Group identified in the following Comparative Performance Graphs. The companies included in the Peer Group are diversified manufacturing companies with whom investment analysts have compared or grouped the Company. Based on this review, the Compensation Committee is of the view that Mr. Alfiero's total base salary and 100% bonus in fiscal 1997 is at the 83rd percentile in comparison to the compensation earned by each of the Chief Executive Officers of the Peer Group companies. The Compensation Committee also reviewed the Annual Compensation of all of the Named Executive Officers of the Company in comparison to the amounts earned by the named executive officers in the Peer Group companies, and found the Company's total of such compensation also to be at the 83rd percentile on a comparable basis. Such amount for Mr. Alfiero individually, and in total for the Named Executive Officers as a group, is viewed by the Compensation Committee to be appropriate in view of the very significant and successful activities of the Company during fiscal 1997. 14 During fiscal 1994, federal tax legislation ("IRC 162(m)") was enacted to limit publicly-held companies such as Mark IV from deducting for tax purposes certain compensation paid to any named executive officer in excess of $1,000,000 annually. The tax deductibility of amounts paid by the Company to its executive officers through fiscal 1997 has not been affected by IRC 162(m), and it is anticipated that the deduction limitations imposed by IRC 162(m) will not significantly impact the Company for several years. In summary, the Compensation Committee believes that the compensation program for the Company's executive officers is appropriate and serves the best interests of the Company and its stockholders. COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF MARK IV INDUSTRIES, INC. Joseph G. Donohoo Herbert Roth, Jr. 15 COMPARATIVE PERFORMANCE GRAPH The following graph plots the growth in value of an initial $100 investment, with dividends reinvested, over the five-year period ended on February 28, 1997, the end of the Company's most recent fiscal year. The graph compares the performance of the Company's Common Stock to the performance of the equity securities of the following companies, considered to be peers of the Company (the "Peer Group"): - - Cooper Industries, Inc. - M.A. Hanna Company - - Dana Corporation - Illinois Tool Works, Inc. - - Dover Corporation - Johnson Controls, Inc. - - Federal Mogul Corporation - MascoTech, Inc. - - First Brands Corporation - Parker Hannifin Corporation - - Gencorp, Inc. - Trinova Corporation (renamed Aeroquip-Vickers, Inc. effective April 18, 1997) The Peer Group's performance has been weighted based upon the relative market capitalization of the Peer Group companies over the same five-year period ended February 28, 1997. The graph also compares the performance of the Company's Common Stock to the performance of the companies included in the S&P MidCap 400 Index and the S&P 500 Index over the same five-year period ended February 28, 1997. The S&P MidCap 400 Index, which includes the Common Stock of the Company, is an aggregate measure of the performance of the equity securities of 400 companies with market capitalization in the range of $148 million to $7.3 billion. The average market capitalization of companies in the S&P 400 Index is approximately $1.75 billion, slightly greater than the Company's market capitalization of approximately $1.5 billion at February 28, 1997, which makes it an appropriate broad-based market performance comparison for the Company. The S&P 500 Index, which does not include the Common Stock of the Company, is an aggregate measure of the performance of the equity securities of 500 companies chosen for market size, liquidity and industry group representation. The companies included in the S&P 500 Index have a market capitalization in the range of $400 million to $169 billion, and an average market capitalization of approximately $12.1 billion. The S&P 500 Index has been included as a comparison since it tends to be a very common overall measure of the stock market's performance followed by institutional and individual investors. COMPARATIVE CUMULATIVE TOTAL RETURNS Key Comparisons 1992 1993 1994 1995 1996 1997 - --------------- ---- ---- ---- ---- ---- ---- Mark IV $100 $122 $139 $151 $159 $196 Peer Group $100 $108 $127 $123 $159 $192 S&P MidCap 400 $100 $108 $124 $126 $163 $191 S&P 500 $100 $111 $120 $129 $173 $219 (Copy of Graph Sent to Branch Chief by Overnight Mail). 16 COMPENSATION OF DIRECTORS Directors who are not also executive officers of the Company receive an annual retainer for their services and participate in the Company's bonus plan which is separate from the Bonus Plan in which the Company's executive officers participate. The annual retainer paid to each of Messrs. Donohoo, Roth, and Arrison was $34,500 in fiscal 1997. The Company also made incentive awards under its bonus plan of $34,500 each to Messrs. Donohoo, Roth and Arrison in fiscal 1997. Directors who are also executive officers of the Company do not receive any additional compensation for their services as Directors. Directors do not receive any additional compensation for their services as a member of any committee of the Board of Directors. The Company's Non-Qualified Deferred Compensation Plan for Non-Employee Directors of the Company (the "Directors' Deferred Compensation Plan") allows the non-employee Directors of the Company to elect to defer receipt of up to 100% of their annual retainer and/or bonus for a pre-determined, fixed period of time. The earnings on such deferred amounts are equal to the greater of the cumulative investment returns which would be realized if the Director's account was simultaneously invested in the Company's Common Stock and a savings account bearing interest at a rate equal to 120% of the Applicable Federal Rate. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors and executive officers, and persons who own more than 10% of a registered class of the Company's equity securities, to file with the SEC and the New York Stock Exchange initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than 10% shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. To the Company's knowledge, based solely on review of the copies of such reports furnished to the Company and written representations that no other reports were required, all Section 16(a) filing requirements applicable to its officers, directors and greater than 10% beneficial owners were complied with during the fiscal year ended February 28, 1997. 17 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information as of May 1, 1997 (except as otherwise noted) with respect to all stockholders known by the Company to be the beneficial owners of more than 5% of its outstanding Common Stock, each Director, each Named Executive Officer in the Summary Compensation Table, and all Executive Officers and Directors as a group. All share amounts and percents reflect the impact of the 5% stock dividend distributed to stockholders of record as of April 18, 1997. Number of Percent Name Shares(1) of Class Sal H. Alfiero ................. 4,808,779 (2) 7.4% William P. Montague............. 869,265 (3) 1.3% Gerald S. Lippes................ 1,821,286 (4) 2.8% Clement R. Arrison.............. 1,687,411 (5) 2.6% Joseph G. Donohoo............... 19,216 (6) * Herbert Roth, Jr................ 23,103 (7) * Kurt J. Johansson............... 46,763 (8) * Bruce A. McNiel................. 78,621 (9) * John J. Byrne................... 83,747 (10) * All Executive Officers and Directors as a Group (15 persons)................... 9,582,519 (11) 14.7% New York Life Insurance Company. 5,074,291 (12) 7.8% Neuberger & Berman LLC.......... 3,433,465 (13) 5.3% ______________ * Less than 1% (1) Except as otherwise indicated in the following footnotes, each person listed in the table has both sole voting and sole investment power with respect to the number of shares of Common Stock set forth opposite his name. Messrs. Alfiero, Montague and Lippes, each of whom is an executive officer of the Company, have the right to direct the Trustee of the Company's Master Defined Benefit Pension Plan (the "Plan") with respect to the investment by the Trustee in shares of the Company's Common Stock and voting of the shares of the Company's Common Stock owned by such Plan. As of May 1, 1997, the Plan owned 1,668,223 shares of the Company's Common Stock (2.6% of the total number of shares outstanding). Such executive officers are not participants in the Plan and disclaim any beneficial ownership in the shares, and the shares have not been included in the amounts listed in this table. (2) Includes 319,070 restricted shares of Common Stock issued to Mr. Alfiero under the Mark IV Industries, Inc. 1992 Restricted Stock Plan (the "Restricted Plan"), as well as 88,303 shares of Common Stock issuable under currently exercisable options granted under the Mark IV Industries, Inc. and Subsidiaries 1992 Incentive Stock Option Plan (the "1992 Option Plan"). Also includes 16,092 shares of Common Stock allocated to Mr. Alfiero's self-directed accounts in the Company's retirement and 401(k) savings plan. Does not include 20,764 shares of Common Stock owned by the Alfiero Family Charitable Foundation of which Mr. Alfiero is one of four directors and for which he disclaims beneficial ownership. Also does not include 292,515 derivative shares of the Company's Common Stock, which represent the $6,837,538 total value of Mr. Alfiero's account balance in the Company's Deferred Compensation Arrangements, as discussed in Notes A and H to the Summary Compensation Table. 18 (3) Includes 8,409 restricted shares of Common Stock issued to Mr. Montague under the Restricted Plan, as well as 65,141 shares of Common Stock issuable under currently exercisable options granted pursuant to the 1992 Option Plan. Also includes 6,645 shares of Common Stock allocated to Mr. Montague's self-directed accounts in the Company's retirement and 401(k) savings plan. Does not include 18,509 shares of Common Stock owned by the Montague Family Charitable Foundation of which Mr. Montague is one of four directors and for which he disclaims beneficial ownership. Also does not include 135,595 derivative shares of the Company's Common Stock, which represent the $3,169,533 total value of Mr. Montague's account balance in the Company's Deferred Compensation Arrangements, as discussed in Notes A and H to the Summary Compensation Table. (4) Includes 6,382 restricted shares of Common Stock issued to Mr. Lippes under the Restricted Plan, as well as 53,703 shares of Common Stock issuable under currently exercisable options granted pursuant to the 1992 Option Plan. Does not include 65,630 shares of Common Stock owned by the Lippes Family Charitable Foundation of which Mr. Lippes is one of four directors and for which he disclaims beneficial ownership. Also does not include 81,219 derivative shares of the Company's Common Stock, which represent the $1,898,494 total value of Mr. Lippes' account balance in the Company's Deferred Compensation Arrangements, as discussed in Notes A and H to the Summary Compensation Table. (5) Does not include 96,824 shares of Common Stock owned by the Arrison Family Charitable Foundation of which Mr. Arrison is one of four directors and for which he disclaims beneficial ownership. (6) Includes 8,716 shares of Common Stock held by The Gibson Group, Inc. Pension Fund, of which Mr. Donohoo is a trustee and has voting power. Does not include 12,461 derivative shares of the Company's Common Stock, which represent the $291,276 total value of Mr. Donohoo's account balance in the Company's Deferred Compensation Arrangements, as discussed in Notes A and H to the Summary Compensation Table. (7) Does not include 12,394 derivative shares of the Company's Common Stock, which represent the $289,709 total value of Mr. Roth's account balance in the Company's Deferred Compensation Arrangements, as discussed in Notes A and H to the Summary Compensation Table. (8) Includes 2,027 restricted shares of Common Stock issued to Mr. Johansson under the Restricted Plan, as well as 43,724 shares of Common Stock issuable under currently exercisable options granted pursuant to the Company's 1988 Incentive Stock Option Plan (the"1988 Option Plan") and the 1992 Option Plan. Does not include 11,675 derivative shares of the Company's Common Stock, which represent the $272,903 total value of Mr. Johansson's account balance in the Company's Deferred Compensation Arrangements, as discussed in Notes A and H to the Summary Compensation Table. 19 (9) Includes 2,027 restricted shares of Common Stock issued to Mr. McNiel under the Restricted Plan, as well as 61,379 shares of Common Stock issuable under currently exercisable options granted pursuant to the 1988 and 1992 Option Plans. Also includes 3,058 shares of Common Stock allocated to Mr. McNiel's self-directed accounts in the Company's retirement and 401(k) savings plan. Does not include 25,772 derivative shares of the Company's Common Stock, which represent the $602,420 total value of Mr. McNiel's account balance in the Company's Deferred Compensation Arrangements, as discussed in Notes A and H to the Summary Compensation Table. (10) Includes 2,027 restricted shares of Common Stock issued to Mr. Byrne under the Restricted Plan, as well as 21,181 shares of Common Stock issuable under currently exercisable options granted pursuant to the 1992 Option Plan. Also includes 3,682 shares of Common Stock allocated to Mr. Byrne's self-directed accounts in the Company's retirement and 401(k) savings plan. Does not include 57,023 derivative shares of the Company's Common Stock, which represent the $1,332,913 total value of Mr. Byrne's account balance in the Company's Deferred Compensation Arrangements, as discussed in Notes A and H to the Summary Compensation Table. (11) Includes 343,996 restricted shares of Common Stock issued to the group under the Restricted Plan, as well as 426,765 shares of Common Stock issuable under currently exercisable options granted pursuant to the 1988 and 1992 Option Plans. Also includes 38,636 shares of Common Stock allocated to the officers' self directed accounts in the Company's retirement and 401(k) savings plan. Does not include 854,772 derivative shares of the Company's Common Stock (1.3% of the total number of shares outstanding), which represents the $19,980,296 total value of the group's account balances in the Company's Deferred Compensation Arrangements, as discussed in Notes A and H to the Summary Compensation Table. (12) Based on information set forth in a statement on Schedule 13-G filed with the SEC by MacKay-Shields Financial Corporation ("MSFC") on behalf of itself and its parent, New York Life Insurance Company ("NYLIC") on February 7, 1997, MSFC and NYLIC held shared voting and dispositive power for 5,074,291 shares (adjusted for the 5% stock dividend distributed to stockholders of record as of April 18, 1997) of the Company's Common Stock. The stated business address of MSFC and NYLIC is 9 West 57th Street, New York, NY 10019. (13) Based on information set forth in a statement on Schedule 13-G filed with the SEC by Neuberger & Berman, LLC ("N&B") on February 10, 1997, N&B held shared voting and dispositive power for 3,433,465 shares (adjusted for the 5% stock dividend distributed to stockholders of record as of April 18, 1997) of the Company's Common Stock. The stated business address of N&B is 605 Third Avenue, New York, NY 10158-3698. 20 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The firm of Lippes, Silverstein, Mathias & Wexler LLP, of which Mr. Lippes, Secretary, a Director and General Counsel of the Company, is a partner, serves as counsel to the Company. During fiscal 1997, such firm received approximately $2,600,000 for legal services rendered to the Company. OTHER MATTERS The Company's management does not presently know of any matters to be presented for consideration at the Annual Meeting other than the matters described in the Notice of Annual Meeting. However, if other matters are presented, the accompanying proxy confers upon the person or persons entitled to vote the shares represented by the proxy, discretionary authority to vote such shares in respect of any such other matter in accordance with their best judgment. OTHER INFORMATION Coopers & Lybrand L.L.P. has been selected as the independent auditors for the Company's current fiscal year and has been the Company's independent auditors for its most recent fiscal year ended February 28, 1997. Representatives of Coopers & Lybrand L.L.P. are expected to be present at the 1997 Annual Meeting of Stockholders and will have the opportunity to make a statement, if they so desire, and will be available to respond to appropriate questions. THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON WHOSE PROXY IS SOLICITED, ON THE WRITTEN REQUEST OF SUCH PERSON, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K, FOR THE FISCAL YEAR ENDED FEBRUARY 28, 1997, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL STATEMENTS AND THE SCHEDULES THERETO. Such written request should be directed to Mark IV Industries, Inc., P.O. Box 810, Amherst, New York 14226-0810, Attention: Investor Relations. Each such request must set forth a good faith representation that, as of May 27, 1997, the person making the request was a beneficial owner of securities entitled to vote at the Annual Meeting of Stockholders. 1998 STOCKHOLDERS' PROPOSALS Proposals of stockholders intended to be presented at the 1998 Annual Meeting must be received by the Company by February 2, 1998 to be considered for inclusion in the Company's Proxy Statement and form of proxy relating to that meeting. The accompanying Notice and this Proxy Statement are sent by order of the Board of Directors. GERALD S. LIPPES Secretary Dated: May 29, 1997 21 _____________________________________________________________________________ STOCKHOLDERS ARE URGED TO EXECUTE THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE, WHETHER OR NOT THEY EXPECT TO ATTEND THE MEETING. STOCKHOLDERS MAY NEVERTHELESS VOTE IN PERSON IF THEY DO ATTEND. P R O X Y MARK IV INDUSTRIES, INC. PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JULY 21, 1997 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints SAL H. ALFIERO, WILLIAM P. MONTAGUE and GERALD S. LIPPES and each or any of them, attorneys and proxies, with full power of substitution, to vote at the Annual Meeting of Stockholders of MARK IV INDUSTRIES, INC. to be held at the Buffalo Marriott, 1340 Millersport Highway, Amherst, New York, 14226, on Monday, July 21, 1997 at 11:00 A.M. local time, and any adjournment(s) thereof revoking all previous proxies, with all powers the undersigned would possess if present, to act upon the following matters and upon such other business as may properly come before the meeting or any adjournment(s) thereof. 1. For Class I Director - William P. Montague __ FOR __ WITHHOLD AUTHORITY 2. For Class I Director - Joseph G. Donohoo __ FOR __ WITHHOLD AUTHORITY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES LISTED ABOVE. Dated:_______________________, 1997 ____________________________________ Signature ____________________________________ Signature if held jointly Please sign exactly as name appears. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. -----END PRIVACY-ENHANCED MESSAGE-----