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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement.
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2)).
[X] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to Section 240.14a-12
DT Industries Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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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:
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PERSONS WHO POTENTIALLY ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.
SEC 1913 (02-02)
(DT INDUSTRIES LOGO)
---------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TUESDAY, NOVEMBER 11, 2003
---------------------------------
To the Stockholders of
DT Industries, Inc.
The Annual Meeting of Stockholders of DT Industries, Inc., a Delaware
corporation, will be held at the St. Louis Club, 7701 Forsyth Blvd., Clayton,
Missouri 63105, on Tuesday, November 11, 2003, at 2:00 p.m., Central Standard
Time, for the following purposes:
(1) To elect three Class I directors to serve on our Board of Directors for
terms of three years or until their successors are elected and
qualified;
(2) To consider and act upon a proposal recommending that the Board of
Directors rescind our Rights Agreement; and
(3) To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on September 19, 2003
are entitled to notice of, and to vote at, the meeting.
Order of the Board of Directors,
/S/ DENNIS S. DOCKINS
Dennis S. Dockins
General Counsel and Secretary
Dayton, Ohio
October 17, 2003
ALL STOCKHOLDERS ARE URGED TO ATTEND THE ANNUAL MEETING IN PERSON OR BY PROXY.
PLEASE FILL OUT, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT IN THE
ACCOMPANYING POSTAGE PAID ENVELOPE, EVEN IF YOU PLAN TO ATTEND THE MEETING.
DT INDUSTRIES, INC.
907 WEST FIFTH STREET
DAYTON, OHIO 45407
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PROXY STATEMENT
---------------------------------
ANNUAL MEETING OF STOCKHOLDERS
TUESDAY, NOVEMBER 11, 2003
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SOLICITATION OF PROXIES
The enclosed proxy is solicited by the Board of Directors of DT Industries,
Inc., a Delaware corporation, for use at the Annual Meeting of Stockholders (the
"Annual Meeting") to be held at 2:00 p.m., Central Standard Time, Tuesday,
November 11, 2003, or at any adjournment or postponement thereof. The Annual
Meeting will be held at the St. Louis Club, 7701 Forsyth Blvd., Clayton,
Missouri 63105. At the Annual Meeting, stockholders will be asked to vote on the
election of three Class I directors to our Board of Directors and to consider
and act upon a proposal relating to our Rights Agreement. We are not aware of
any other matters to come before the Annual Meeting. If any other matters should
properly come before the Annual Meeting, the person named in the enclosed proxy
card will vote the proxy according to his judgment. As used in this Proxy
Statement, unless the context indicates otherwise, the terms "we", "us", "our"
and "DTI" refer to DT Industries, Inc. and its consolidated subsidiaries.
We will bear the cost of soliciting proxies. In addition to solicitation by
mail, our officers, directors and regular employees may solicit proxies
personally or by telephone, e-mail or facsimile for no additional compensation.
Arrangements will be made with brokerage houses and other custodians, nominees
and fiduciaries to forward this proxy statement to, and obtain proxies from,
beneficial owners of our common stock, $.01 par value ("Common Stock"), held of
record by such persons, and we will reimburse such persons for their reasonable
out-of-pocket expenses incurred by them in so doing.
This proxy statement and enclosed form of proxy are first being sent to
stockholders on or about October 17, 2003.
RECORD DATE, OUTSTANDING SHARES AND VOTING RIGHTS
Stockholders of record at the close of business on September 19, 2003 are
entitled to notice of, and to vote at, the Annual Meeting. As of the close of
business on that date, there were outstanding and entitled to vote 23,667,932
shares of Common Stock, each of which is entitled to one vote. No cumulative
voting rights exist under our Restated Certificate of Incorporation. For
information regarding the ownership of our Common Stock by holders of more than
five percent of the outstanding shares and by our management, see "Security
Ownership of Certain Beneficial Owners and Management."
QUORUM; REQUIRED VOTE; ABSTENTIONS AND BROKER NON-VOTES
The presence, in person or by proxy, of the holders of a majority of the
issued and outstanding shares of Common Stock as of the record date constitutes
a quorum necessary for the transaction of business at the Annual Meeting. For
purposes of determining the presence of a quorum, shares represented by
directions to withhold authority to vote for any nominee, abstentions and
"broker non-votes" will be counted as present at
the Annual Meeting. Broker non-votes are executed proxies returned by brokers or
banks holding shares on behalf of the beneficial owners of the shares, such as
in a brokerage account (sometimes referred to as being held in "street name"),
that indicate that the brokers or banks have not received instructions from such
beneficial owners and do not have the discretionary authority to vote the shares
with respect to a particular matter.
The three nominees for election as Class I directors who receive the
greatest number of votes cast for election of the directors at the Annual
Meeting will be elected Class I directors. As a result, withholding your
authority to vote for a nominee, abstentions and broker non-votes will not
affect the outcome of the election. Approval of the proposal recommending that
the Board of Directors rescind our Rights Agreement requires the affirmative
vote of the holders of a majority of our Common Stock present in person or by
proxy and entitled to vote at the Annual Meeting. Broker non-votes will be
considered present but not entitled to vote and, therefore, will have no effect
on the voting on the Rights Agreement. Abstentions will be considered present
and entitled to vote and, therefore, will have the same effect as a vote
"against" the Rights Agreement proposal.
VOTING AND REVOCATION OF PROXIES
Stockholders may use the enclosed proxy card if they (1) are unable or do
not wish to attend the Annual Meeting in person or (2) wish to have their shares
voted by proxy even if they do attend the Annual Meeting. You are encouraged to
vote your shares by proxy even if you plan to attend the Annual Meeting so that
your vote will be counted if you later decide not to attend the Annual Meeting.
John M. Casper, the person named as proxy on the enclosed proxy card, was
selected by the Board of Directors to serve in that capacity. John M. Casper is
our Senior Vice President--Finance and Chief Financial Officer. The shares
represented by executed and returned proxies received before the Annual Meeting,
and not revoked before they are exercised, will be voted in accordance with the
directions indicated thereon. If a stockholder does not indicate how its
properly executed unrevoked proxy is to be voted, its shares will be voted for
the election of the three Class I nominees set forth herein, against
recommending that the Board of Directors rescind the Rights Agreement and in
accordance with the Board of Directors' recommendation with respect to any other
matters properly coming before the Annual Meeting. Each stockholder can revoke a
proxy and change its vote at any time before the Annual Meeting by (1)
delivering to our Secretary a written notice revoking the proxy or a later-
dated, executed proxy card relating to the same shares, or (2) attending the
Annual Meeting and voting in person (however, if a stockholder attends the
Annual Meeting and does not vote, its proxy will still be voted).
If your shares of Common Stock are held in an account at a brokerage firm
or bank, your broker or bank is considered the stockholder of record of those
shares and is forwarding these proxy materials to you because you are considered
the beneficial owner. You have the right to direct your bank or broker how to
vote your shares. If you do not provide these directions and a broker or bank
holding your shares returns an executed proxy card indicating that it does not
have discretionary authority to vote on the Rights Agreement proposal, this will
constitute a broker non-vote and have the effect described above. Your broker or
bank has enclosed or provided instructions for how to direct it to vote your
shares or how to change such vote.
PROPOSAL ONE: ELECTION OF DIRECTORS
Pursuant to our Restated Certificate of Incorporation, our Board of
Directors is divided into three classes (Class I, Class II and Class III), with
all classes as nearly equal in number as possible. One class of directors is
ordinarily elected at each Annual Meeting of Stockholders for a three-year term.
The terms of the Class I directors expire at the Annual Meeting. James J.
Kerley, John F. Logan and Charles F. Pollnow, each of whom is currently serving
as a Class I director, have been nominated by our Board, on the recommendation
of the Nominating and Corporate Governance Committee, for election as Class I
directors at the Annual Meeting for terms of three years each or until their
successors are duly elected and qualified, unless they die, resign or are
removed from office prior to that time.
Our Board currently consists of eight members. There are no family
relationships among any of our directors or executive officers. Our five
directors who do not have terms expiring at the Annual Meeting will
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continue to serve after the Annual Meeting until such time as their respective
terms of office expire and their successors are duly elected and qualified,
unless they die, resign or are removed from office prior to that time.
All nominees have consented to serve if elected. In the event that any of
the nominees should be unable or decline to serve, the person named in the proxy
will vote for any substitute nominee or nominees designated by the Nominating
and Corporate Governance Committee. If there is no such substitute nominee, the
vacancy will remain open until filled by the Board of Directors or the size of
the Board will be reduced. The Board of Directors has no reason to believe that
any nominee named herein will be unable to serve.
THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" EACH OF THE NOMINEES NAMED
BELOW FOR ELECTION AS A CLASS I DIRECTOR.
The following material contains information concerning the nominees for
election as directors and our other directors.
NOMINEES FOR DIRECTORS
CLASS I (TERM OF OFFICE EXPIRES IN 2003) AGE
---------------------------------------- ---
James J. Kerley.......................................... 80
Charles F. Pollnow....................................... 71
John F. Logan............................................ 68
CONTINUING DIRECTORS
CLASS II (TERM OF OFFICE EXPIRES IN 2004) AGE
----------------------------------------- ---
Lee M. Liberman.......................................... 82
Stephen J. Perkins....................................... 56
CLASS III (TERM OF OFFICE EXPIRES IN 2005) AGE
------------------------------------------ ---
William H. T. Bush....................................... 65
Charles A. Dill.......................................... 63
Robert C. Lannert........................................ 61
Mr. Kerley was elected a director of DTI in July 1992, became our Chairman
of the Board in May 1997 and served as our interim Chief Executive Officer from
September 2000 until November 2000. Mr. Kerley served as the non-executive
Chairman of the Board of Directors of Rohr, Inc. from January 1993 to December
1994 and served as its interim President and Chief Executive Officer from
January 1993 to April 1993. Mr. Kerley retired from Emerson Electric Co. at the
end of 1985 and has served on a number of boards of directors since that time.
While active in industry, he was, at various times, the Vice Chairman, Chief
Financial Officer and a director of Emerson Electric Co., and Chief Financial
Officer and a director of the Monsanto Company and TransWorld Airlines, Inc.
Mr. Pollnow has been a director of DTI since November 1995. Mr. Pollnow has
been the Chairman of the Board, President and Chief Executive Officer of Brulin
Corporation, a manufacturer of healthcare, commercial and industrial products
with headquarters in Indianapolis, Indiana, since November 1987.
Mr. Logan was elected a director of DTI in May 1997. He was our
President--Automation Group from May 1997 until his retirement in December 1999.
From January 1996 through April 1997, he was our President--Assembly Systems
Group. Mr. Logan co-founded Advanced Assembly Automation, Inc., ("AAA") in 1984
and served as its President from 1984 to 1996. We acquired AAA in 1994.
Mr. Liberman has been a director of DTI since May 1994. Mr. Liberman has
served as Chairman Emeritus of, and a consultant to, Laclede Gas Company, a
natural gas utility, since January 1994. From 1976 to January 1994, he served as
Chairman of the Board and a director of Laclede Gas Company and, from 1974 to
August 1991, as its Chief Executive Officer. Mr. Liberman has served as a
director of CPI Corporation since 1975.
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Mr. Perkins has been our President and Chief Executive Officer and a
director of DTI since November 2000. Prior to that time, Mr. Perkins served as
President, Chief Operating Officer and Chief Executive Officer-designate from
1999 to early 2000 of Commercial Intertech Corp., a manufacturer of hydraulic
components and systems and engineered building systems and products. From 1996
to 1999, Mr. Perkins was President and Chief Executive Officer of Aftermarket
Technology Corp., a remanufacturer and a distributor and provider of logistic
services to the automotive aftermarket. From 1979 to 1996, Mr. Perkins served in
various capacities, including President and Chief Executive Officer from 1983 to
1996, with Senior Flexonics, Inc. Mr. Perkins began his career in 1968 as an
industrial engineer with United States Steel and served in various manufacturing
management positions with Copperweld Corporation from 1971 to 1979.
Mr. Bush has been a director of DTI since November 1995. Mr. Bush has been
Chairman of the Board of Bush, O'Donnell & Co., Inc., an investment advisory and
merchant banking firm located in St. Louis, Missouri, since 1986. Mr. Bush is
also a director of Mississippi Valley Bancshares, Inc., the Lord Abbett family
of mutual funds of Jersey City, New Jersey, WellPoint Health Networks, Inc., a
healthcare provider located in Thousand Oaks, California, and Engineered Support
Systems, Inc., a manufacturer of military support equipment and electronics
located in St. Louis, Missouri.
Mr. Dill has been a director of DTI since November 1997. Mr. Dill has been
the general partner of Gateway Associates, L.P., a venture capital firm located
in St. Louis, Missouri, since November 1995. From 1991 until September 1995, Mr.
Dill was President, Chief Executive Officer and a Director of Bridge Information
Systems, Inc., an on-line provider of financial and trading data to
institutional equity markets. From 1988 until 1990, Mr. Dill was President and
Chief Operating Officer of AVX Corporation, a global supplier of capacitors to
the electronics industry. From 1963 until 1988, Mr. Dill was employed in various
capacities (most recently as Senior Vice President) by Emerson Electric Company.
Mr. Dill is also a director of Zoltek Companies, Inc., Stifel Financial
Corporation and Transact Technologies, Inc.
Mr. Lannert has been a director of DTI since January 2002. Mr. Lannert has
been Vice Chairman of the board of directors of Navistar International
Corporation, a manufacturer of heavy-duty trucks and diesel engines, since April
2002 and has been Chief Financial Officer and a director of Navistar since 1990.
Mr. Lannert was an Executive Vice President of Navistar from 1990 to 2002. Mr.
Lannert served in a number of financial positions with Navistar and its
corporate predecessors from 1964 until his appointment as Chief Financial
Officer in 1990.
BOARD AND COMMITTEE MEETINGS; COMMITTEES OF THE BOARD
The Board of Directors met nine times during the fiscal year ended June 29,
2003. During the fiscal year ended June 29, 2003, no director attended fewer
than 75% of the aggregate of (1) the total number of meetings of the Board of
Directors and (2) the total number of meetings held by all committees of the
Board on which he served (during the periods that he served). The Board of
Directors presently maintains an Executive Committee, an Executive Compensation
and Development Committee, an Audit and Finance Committee and a Nominating and
Corporate Governance Committee.
The Executive Committee consists of Messrs. Kerley, Bush, Perkins and
Liberman and exercises all powers of the Board of Directors, to the extent
permitted by law, between meetings of the Board. The Executive Committee did not
meet during the fiscal year ended June 29, 2003.
The Executive Compensation and Development Committee consists of Messrs.
Bush, Logan and Pollnow and reviews and approves our executive and key employee
compensation policy, makes recommendations concerning our employee benefit
policies and administers our Retirement Income Savings Plan, Cafeteria Benefit
Plan and incentive compensation bonus, stock option and long-term incentive
plans in effect from time to time, unless otherwise specified in such plan. The
Executive Compensation and Development Committee met five times during the
fiscal year ended June 29, 2003.
The Audit and Finance Committee consists of Messrs. Liberman, Dill and
Lannert and is responsible for the appointment, compensation and oversight of
the work of our independent auditors, pre-approving the services performed by
our independent auditors, reviewing financial information prior to public
disclosure,
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reviewing and evaluating our accounting principles and systems of internal
accounting controls and overseeing our financing plans and capital structure.
The Audit and Finance Committee met six times during the fiscal year ended June
29, 2003.
The Nominating and Corporate Governance Committee consists of Messrs.
Kerley, Pollnow and Bush and recommends nominees for election to the Board of
Directors and oversees our corporate governance policies and practices. The
Nominating and Corporate Governance Committee also considers nominees
recommended by stockholders in accordance with our amended and restated bylaws.
The Nominating and Corporate Governance Committee met twice during the fiscal
year ended June 29, 2003.
Mr. Kerley, as Chairman of the Board, serves as a non-voting, ex officio
member of the Executive Compensation and Development Committee and the Audit and
Finance Committee.
COMPENSATION OF DIRECTORS
Directors who are employees of DTI receive no additional compensation for
serving as directors. Each director who is not an employee receives an annual
retainer fee of $30,000 for his services as a director, together with additional
fees of $1,500 ($750 for telephonic meetings) for attendance at each meeting of
the full Board of Directors and for attendance at each meeting of committees of
the Board of Directors (with a per day cap of $2,000 of committee meeting fees).
The Chairman of the Board receives an additional annual fee of $150,000 for his
services. The chairman of the Audit and Finance Committee receives an additional
$5,000 per year for his services, and the chairmen of the Executive Compensation
and Development Committee and the Nominating and Corporate Governance Committee
each receive an additional $2,500 per year for their services. Directors are
also entitled to reimbursement for their expenses incurred in attending
meetings. On September 5, 2002, the Board authorized a special payment to Mr.
Kerley, our Chairman of the Board, of $150,000, in recognition of his efforts on
our behalf during fiscal 2002.
Pursuant to our Directors Deferred Compensation Plan, each director who is
not an employee of DTI must defer $15,000 of his annual retainer fee in Common
Stock equivalent units until termination of his directorship. In addition, each
such director may defer receipt of all or part of his remaining compensation
until termination of his directorship. The value of the required deferred fees
reflects a hypothetical investment in our Common Stock. The value of the
optional deferred fees reflects a hypothetical investment in our Common Stock or
in any combination of the investment funds made available to our employees under
our 401(k) plan, in either case up until the time of termination of
directorship. All Common Stock equivalent units held in each non-employee
director's deferred fee account receive dividend equivalents.
Directors Stock Option Plan. We maintain a 1994 Directors Non-Qualified
Stock Option Plan (the "Directors Stock Option Plan") that provides for the
granting of options to our directors who are not employees for up to 100,000
shares of Common Stock.
Options granted or to be granted under the Directors Stock Option Plan may
not be exercised for a period of two years from the date of grant and thereafter
become exercisable on a cumulative basis in 25% increments beginning on the
second anniversary of the date of grant and concluding on the fifth anniversary
of the date of grant. All options granted under the Directors Stock Option Plan
expire ten years from the date of grant.
Options granted or to be granted under the Directors Stock Option Plan are
nontransferable, and the exercise price must be equal to the fair market value
of the Common Stock on the date of grant as set forth in the Directors Stock
Option Plan. Upon exercise, the exercise price must be paid in full in cash.
The Directors Stock Option Plan by its express terms provides for the grant
of options to each person upon becoming an eligible director with respect to
10,000 shares of Common Stock and the grant of an additional option to each
person upon becoming Chairman of the Board (provided he is an eligible director)
with respect to 5,000 shares of Common Stock, in each case at the fair market
value on the date of grant. In addition, we have adopted a program pursuant to
which each eligible director receives an annual grant of options with respect to
1,000 shares of Common Stock at the fair market value on the date of grant. No
options were granted under the Directors Stock Option Plan during fiscal 2003
because of the 100,000 shares of Common Stock authorized to be issued pursuant
to the Directors Stock Option Plan, options to purchase
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98,500 shares were already outstanding. Because there were not enough options to
purchase shares remaining under the Directors Stock Option Plan, 1,000 Common
Stock equivalent units were granted to each of Messrs. Kerley, Bush, Dill,
Lanner, Liberman, Logan and Pollnow as of November 7, 2002.
6
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
HOLDERS OF MORE THAN FIVE PERCENT BENEFICIAL OWNERSHIP
The following table sets forth certain information concerning the
beneficial ownership of our Common Stock as of September 1, 2003 by each
stockholder who is known by us to own beneficially in excess of 5% of our
outstanding Common Stock. Except as otherwise indicated, to the best of our
knowledge, all persons listed below have sole voting and investment power with
respect to their shares of Common Stock.
SHARES OF PERCENT OF
NAME AND ADDRESS COMMON STOCK OUTSTANDING SHARES
---------------- ------------ ------------------
State of Wisconsin Investment Board......................... 4,459,100(1) 18.8%
PO Box 7842
Madison, WI 53707
The Northwestern Mutual Life Insurance Company.............. 3,754,568(2) 15.2%
720 East Wisconsin Avenue
Madison, WI 53202
Ironwood Capital Management, L.L.C.......................... 2,775,300(3) 11.7%
21 Custom House Street
Boston, MA 02110
Citigroup, Inc. ............................................ 2,503,038(4) 10.3%
425 Park Avenue
New York, NY 10043
David Babson & Company, Inc. ............................... 2,503,045(5) 10.3%
One Memorial Drive, Suite 1100
Cambridge, MA 02142
Putnam, L.L.C............................................... 1,458,058(6) 6.3%
One Post Office Square
Boston, MA 02109
Royce & Associates, Inc. ................................... 1,358,300(7) 5.7%
1414 Avenue of the Americas
New York, NY 10019
-------------------------
(1) The number of shares of Common Stock shown as beneficially owned was derived
from a Schedule 13G/A dated February 14, 2003 that was filed with the
Securities and Exchange Commission (the "Commission") by State of Wisconsin
Investment Board.
(2) The number of shares of Common Stock shown as beneficially owned was derived
from a Schedule 13G/A dated July 8, 2002 that was filed with the Commission
by The Northwestern Mutual Life Insurance Company ("Northwestern"). The
3,754,568 shares of Common Stock beneficially owned by Northwestern includes
1,071,500 shares of Common Stock issuable upon conversion of outstanding
trust preferred securities.
(3) The number of shares of Common Stock shown as beneficially owned was derived
from information provided by Ironwood Capital Management, LLC ("ICM") and a
Schedule 13G dated March 11, 2003 that was filed with the Commission jointly
by ICM, Warren J. Isabelle ("Isabelle"), Richard L. Droster ("Droster") and
Donald Collins ("Collins"). According to the Schedule 13G, ICM, Isabelle,
Droster and Collins each has shared voting power with respect to 1,960,400
shares of Common Stock and shared dispositive power with respect to
2,775,300 shares of Common Stock.
(4) The number of shares of Common Stock shown as beneficially owned was derived
from a Schedule 13G/A dated September 11, 2002 that was filed with the
Commission jointly by The Travelers Indemnity Company ("Indemnity"), The
Travelers Insurance Group Holdings Inc. ("TIGHI"),
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Travelers Property Casualty Corp. ("TAP"), Citigroup Insurance Holding
Corporation ("CIH"), Associated Madison Companies, Inc. ("AMAD") and
Citigroup Inc. ("Citigroup"). According to the Schedule 13G/A, Indemnity,
TIGHI and TAP have shared voting and dispositive power with respect to
1,451,762 shares of Common Stock, and CIH, AMAD and Citigroup have shared
voting and dispositive power with respect to 2,503,038 shares of Common
Stock. This amount includes 714,286 shares of Common Stock issuable upon
conversion of outstanding trust preferred securities.
(5) The number of shares of common stock shown as beneficially owned was derived
from a Schedule 13G dated October 31, 2002 that was filed with the
Commission by David Babson & Company, Inc., reflecting beneficial ownership
of 2,503,045 shares of common stock. This amount includes 714,286 shares of
common stock issuable upon conversion of outstanding trust preferred
securities.
(6) The number of shares of Common Stock shown as beneficially owned was derived
from a Schedule 13G/A dated February 5, 2003 that was filed with the
Commission jointly by Putnam, LLC, d/b/a Putnam Investments ("Putnam
Investments"), Marsh & McLennan Companies, Inc. ("Marsh"), Putnam Investment
Management, LLC ("PIM") and Putnam Advisory Company, LLC ("PAC"). According
to the Schedule 13G/A: (a) Putnam Investments has shared voting power with
respect to 429,305 shares of Common Stock and shared dispositive power with
respect to 1,485,058 shares of Common Stock, (b) PIM has shared dispositive
power with respect to 428,635 shares of Common Stock, and (c) PAC has shared
voting power with respect to 429,305 shares of common stock and shared
dispositive power with respect to 1,056,423 shares of Common Stock.
(7) The number of shares of Common Stock shown as beneficially owned was derived
from a Schedule 13F dated June 30, 2003 that was filed with the Commission
by Royce & Associates, Inc. ("Royce").
BENEFICIAL OWNERSHIP OF MANAGEMENT
The following table sets forth certain information concerning the
beneficial ownership of our Common Stock and Common Stock equivalent units as of
September 1, 2003 by each director, by each of the executive officers and by all
directors and executive officers as a group.
SHARES OF PERCENT OF COMMON STOCK
NAME OF BENEFICIAL OWNER COMMON STOCK OUTSTANDING SHARES EQUIVALENT UNITS(8)
------------------------ ------------ ------------------ -------------------
William H.T. Bush............................. 24,500(1) * 16,478
John M. Casper................................ 98,000(2) * --
Charles A. Dill............................... 21,500(1) * 51,934
James J. Kerley............................... 26,500(3) * 110,663
Robert C. Lannert............................. -- * 21,349
Lee M. Liberman............................... 34,000(1) * 42,796
John F. Logan................................. 10,250(4) * 29,910
Stephen J. Perkins............................ 225,000(5) * --
Charles F. Pollnow............................ 19,000(1) * 53,545
John F. Schott................................ 77,800(6) * --
All directors and executive officers as a
group (10 persons).......................... 536,550(7) 2.3% 326,675
-------------------------
* Less than 1.0%.
(1) Includes 11,500 shares issuable pursuant to options currently exercisable or
exercisable within 60 days of September 1, 2003.
(2) Includes 8,000 shares issuable pursuant to options exercisable within 60
days of September 1, 2003.
(3) Includes 21,500 shares issuable pursuant to options currently exercisable or
exercisable within 60 days of September 1, 2003.
(4) Includes 250 shares issuable pursuant to options currently exercisable or
exercisable within 60 days of September 1, 2003.
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(5) Includes 200,000 shares of restricted Common Stock of which 100,000 shares
are already vested and 100,000 shares will vest November 6, 2003.
(6) Includes 44,800 shares issuable pursuant to options currently exercisable or
exercisable within 60 days of September 1, 2003.
(7) See footnotes (1) through (6).
(8) These Common Stock equivalent units are credited under our Directors
Deferred Compensation Plan. The value of the Common Stock equivalent units
mirrors the value of our Common Stock. The amounts ultimately realized by
our directors will reflect changes in the market value of our Common Stock
from the date of grant until the date of payout. The Common Stock equivalent
units do not have voting rights, but are credited with dividend equivalents.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table sets forth certain information as of June 29, 2003 with
respect to compensation plans under which our equity securities are authorized
for issuance.
NUMBER OF SECURITIES
TO BE ISSUED UPON WEIGHTED-AVERAGE NUMBER OF SECURITIES
EXERCISE OF OUTSTANDING EXERCISE PRICE OF REMAINING AVAILABLE FOR
OPTIONS, WARRANTS OUTSTANDING OPTIONS, FUTURE ISSUANCE UNDER
PLAN CATEGORY AND RIGHTS WARRANTS AND RIGHTS EQUITY COMPENSATION PLANS
------------- ----------------------- -------------------- -------------------------
Equity Compensation Plans Approved
by Security Holders.............. 860,417 $12.56 304,946*
Equity Compensation Plans Not
Approved by Security Holders..... -0- N/A -0-
------- ------ -------
Total.............................. 860,417 $12.56 304,946*
-------------------------
* Of these securities, 105,500 shares are available for issuance in connection
with the grant of stock options, restricted stock or performance stock awards
pursuant to our 1996 Long-Term Incentive Plan.
EXECUTIVE OFFICERS
The following provides certain information regarding our executive officers
who are appointed by and serve at the pleasure of the Board of Directors:
NAME AGE POSITION(S)
---- --- -----------
Stephen J. Perkins............ 56 President and Chief Executive Officer(1)
John M. Casper................ 58 Senior Vice President--Finance and Chief Financial Officer
John F. Schott................ 58 President--Detroit Tool and Engineering and Precision Assembly
-------------------------
(1) See information under "Election of Directors."
Mr. Casper has served as our Senior Vice President--Finance and Chief
Financial Officer since January 22, 2001. Mr. Casper served from July 1997 until
January 2001 as an independent financial consultant to small family-owned
companies. From February 1994 to July 1997, Mr. Casper was Vice President and
Chief Financial Officer of Petrolite Corporation, a specialty chemical
manufacturer supplying the oil field market. From 1987 to February 1994, Mr.
Casper was Executive Vice President--International and Chief Financial Officer
of Mitek, Inc.
9
Mr. Schott served as our Chief Operating Officer from January 10, 2001
until July 31, 2003. As of August 1, 2003, Mr. Schott was appointed President of
our combined Detroit Tool and Engineering and Precision Assembly operations. Mr.
Schott has served in various capacities with DTI since 1990, including President
of the Precision Assembly sector of our Automation Group, President of Detroit
Tool and Engineering Company, President of the Peer Welding Systems division,
and engineering manager of Advanced Assembly Automation, Inc.
10
EXECUTIVE COMPENSATION
The following table summarizes the compensation paid to our chief executive
officer and our other two executive officers for services rendered in all
capacities to us during the fiscal years ended June 24, 2001, June 30, 2002 and
June 29, 2003.
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
ANNUAL COMPENSATION AWARDS
----------------------------------- -------------------------
RESTRICTED
OTHER ANNUAL STOCK SECURITIES ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION AWARDS UNDERLYING COMPENSATION
POSITION YEAR ($)(1) ($)(2)(3) ($) ($) OPTIONS ($)(5)
------------------ ---- -------- --------- ------------ ---------- ---------- ------------
Stephen J. Perkins........ 2003 $462,000 -- -- -- -- $ 1,974
President and Chief 2002 $480,000 $250,000 $108,655(4) -- -- $14,437
Executive Officer 2001(6) $309,230 $192,000 -- $711,520(7) 80,000(8) $ 7,405
John M. Casper............ 2003 $255,070 -- -- -- -- $ 4,449
Senior Vice 2002 $251,258 $110,000 $ 54,213(9) $125,000(10) -- $10,056
President-- 2001(11) $108,016 $ 50,000 -- $ 36,880(10) 20,000 $ 2,770
Finance and Chief
Financial Officer
John F. Schott............ 2003 $255,070 -- -- -- -- $ 4,699
Former Chief 2002 $237,508 $ 90,000 $ 56,163(12) $ 62,500(13) -- $ 8,439
Operating Officer 2001 $211,466 $ 51,406 -- $ 70,000(13) -- $12,255
and President --
Detroit Tool and
Engineering and
Precision Assembly(14)
-------------------------
(1) Includes amounts deferred under the 401(k) feature of our Retirement Income
Savings Plan and under our Non-Qualified Deferred Compensation Plan.
(2) Reflects bonus payments earned during the fiscal year, all or a portion of
which may have been paid in a subsequent fiscal year.
(3) The bonuses paid to Messrs. Perkins and Casper in fiscal 2002 were in
recognition of the special efforts each of them made in connection with our
financial recapitalization transaction and corporate restructuring. The
bonus paid to Mr. Perkins in fiscal 2001 was pursuant to his employment
agreement. The bonus paid to Mr. Casper in fiscal 2001 was pursuant to a
recommendation by the Executive Compensation and Development Committee of
our Board of Directors.
(4) Includes $80,451 paid to Mr. Perkins to reimburse him for expenses incurred
in connection with his relocation to Dayton, Ohio and for taxes related to
such reimbursement.
(5) Represents company contributions under our Retirement Income Savings Plan
and Non-Qualified Deferred Compensation Plan and the payment of premiums
for term life insurance for the benefit of the executive officers. The
company contributions were $7,125, $14,140 and $1,800 for Mr. Perkins in
2001, 2002 and 2003, respectively; $2,560, $9,759 and $4,275 for Mr. Casper
in 2001, 2002 and 2003, respectively; and $11,835, $8,178 and $4,525 for
Mr. Schott in 2001, 2002 and 2003, respectively. The term life insurance
premiums were $280, $297 and $174 for Mr. Perkins in 2001, 2002 and 2003,
respectively; $210, $297 and $174 for Mr. Casper in 2001, 2002 and 2003,
respectively; and $420, $261 and $174 for Mr. Schott in 2001, 2002 and
2003, respectively.
(6) Reflects compensation earned from November 6, 2000, the commencement of Mr.
Perkins' employment with DTI.
(7) The amount shown represents the fair market value of the restricted stock
award as of the date of grant. As of June 29, 2003, Mr. Perkins held
200,000 shares of restricted stock with an aggregate market value of
$470,000. Of these 200,000 shares of restricted stock, 100,000 shares
vested November 6, 2002 and
11
100,000 shares will vest November 6, 2003. Dividends will be paid on such
shares of restricted stock if and when the Board pays dividends on our
Common Stock.
(8) These options were terminated in connection with the issuance of the
restricted shares referenced in footnote (7) above.
(9) Includes $38,711 paid to Mr. Casper to reimburse him for expenses incurred
in connection with his relocation to Dayton, Ohio and for taxes related to
such reimbursement.
(10) The amount shown represents the fair market value of the restricted stock
award as of the date of grant. As of June 29, 2003, Mr. Casper held 30,000
shares of restricted stock with an aggregate market value of $70,500.
During the fiscal year ended June 30, 2002, Mr. Casper was awarded 20,000
shares of restricted stock, 5,000 shares of which vested on each of
September 12, 2002 and September 12, 2003, and 5,000 shares of which will
vest on each of September 12, 2004 and September 12, 2005. During the
fiscal year ended June 24, 2001, Mr. Casper was awarded 10,000 shares of
restricted stock, 2,500 shares of which vested on each of January 22, 2002
and January 22, 2003, and 2,500 shares of which will vest on each of
January 23, 2004 and January 22, 2005. Dividends will be paid on such
shares of restricted stock if and when the Board pays dividends on our
Common Stock.
(11) Reflects compensation earned from January 22, 2001, the commencement of Mr.
Casper's employment with DTI.
(12) Includes $39,868 paid to Mr. Schott to reimburse him for expenses incurred
in connection his relocation to Dayton, Ohio and for taxes related to such
reimbursement.
(13) The amount shown represents the fair market value of the restricted stock
award as of the date of grant. As of June 29, 2003, Mr. Schott held 30,000
shares of restricted stock with an aggregate market value of $70,500.
During the fiscal year ended June 30, 2002, Mr. Schott was awarded 10,000
shares of restricted stock, 2,500 shares of which vested on each of
September 12, 2002 and September 12, 2003, and 2,500 of which will vest on
each of September 12, 2004 and September 12, 2005. During the fiscal year
ended June 24, 2001, Mr. Schott was awarded 20,000 shares of restricted
stock, 5,000 shares of which vested on each of April 24, 2002 and April 24,
2003, and 5,000 shares of which will vest on each of April 24, 2004 and
April 24, 2005. Dividends will be paid on such shares of restricted stock
if and when the Board pays dividends on our Common Stock.
(14) Mr. Schott was appointed Chief Operating Officer on January 10, 2001. Prior
to this, Mr. Schott served in various non-executive officer capacities for
us. As of August 1, 2003, Mr. Schott was appointed President of our
combined Detroit Tool and Engineering and Precision Assembly operations.
EMPLOYMENT AGREEMENTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS
STEPHEN J. PERKINS
Effective November 2000, we entered into a three-year employment agreement
with Mr. Perkins, our President and Chief Executive Officer, the term of which
is subject to automatic one-year extensions unless either party gives the
required notice. The employment agreement provides that Mr. Perkins will receive
an initial annual base salary of $480,000, subject to increase each year at the
Board's discretion, a guaranteed cash bonus for fiscal 2001 equal to 60% of the
base salary actually paid to Mr. Perkins in fiscal 2001 and annual incentive
compensation for other fiscal years based on DTI and Mr. Perkins meeting
performance criteria. Pursuant to the employment agreement, we entered into an
agreement with Mr. Perkins for the issuance of 200,000 restricted shares of
Common Stock to him. Under the agreement, Mr. Perkins is also entitled to
participate in our executive compensation and employee benefit plans and
programs, including long-term incentive plans, deferred compensation plans,
health and medical insurance programs, 401(k) and other savings plans. We are
also obligated to pay country club membership dues, a $1,250 monthly automobile
allowance and personal income tax return preparation expenses for Mr. Perkins.
The agreement also contains non-competition and confidentiality provisions
applicable to Mr. Perkins.
12
In November 2000, we also entered into a termination and change of control
agreement with Mr. Perkins. This agreement provides that if Mr. Perkins'
employment is terminated due to death, normal retirement or disability, he will
be entitled to the unpaid portion of his salary and business expenses, vested,
nonforfeitable amounts under benefit plans, and an amount equal to the average
annual incentive compensation paid to him in the three fiscal years immediately
preceding the year of termination, as prorated through his date of termination.
In addition, his stock options will become exercisable and his restricted stock
and performance shares will become vested to the extent and for the periods
indicated in the relevant plans and programs. If his termination is due to
disability, he also will continue to receive certain benefits.
The termination and change of control agreement further provides that if we
terminate Mr. Perkins' employment for cause, or if he voluntarily terminates his
own employment without good reason, he will be entitled to receive the unpaid
portion of his salary and business expenses for the current year, as well as any
vested, nonforfeitable amounts in our compensation and benefits plans.
If we terminate Mr. Perkins' employment without cause prior to a change in
control, he will continue to be covered by certain benefit plans for two years,
and he will be entitled to the unpaid portion of his salary and business
expenses for the current year, any vested, nonforfeitable amounts in our
compensation and benefits plans, brokerage commissions for the sale of his
house, a payment equal to twice his annual base salary and target bonus, and an
additional payment equal to 60% of his prorated annual base salary. In addition,
his stock options will become exercisable, and his restricted stock and
performance shares will become vested to the extent and for the periods
indicated in the relevant plans and programs.
The agreement also provides that Mr. Perkins' employment will continue for
three years after a change in control. If, during that time, we terminate Mr.
Perkins' employment without cause, or if he voluntarily terminates his own
employment for good reason, he will continue to be covered by certain benefit
plans for three years, and he will be entitled to the unpaid portion of his
salary and business expenses for the current year, a percentage of the current
year's bonus, certain performance-based compensation, outplacement services,
brokerage commissions for the sale of his house, a payment equal to three times
his annual base salary and target bonus, and any vested, nonforfeitable amounts
in our compensation and benefits plans. In addition, his stock options shall
become exercisable, and his restricted stock and performance shares will become
vested to the extent and for the periods indicated in the relevant plans and
programs.
JOHN M. CASPER AND JOHN F. SCHOTT
In January 2001, we entered into a two-year employment agreement with Mr.
Casper, our Chief Financial Officer and Executive Vice President-Finance, and in
May 2001, we entered into a nearly identical two-year employment agreement with
Mr. Schott, then our Chief Operating Officer and now President of our combined
Detroit Tool and Engineering and Precision Assembly operations. Both agreements
are subject to automatic one-year extensions unless either party serves the
required notice. The respective employment agreements provide for an annual base
salary of at least $250,000 and $235,008 for Mr. Casper and Mr. Schott,
respectively. The employment agreements contain non-competition and
confidentiality provisions. The employment agreements also provide that Mr.
Casper and Mr. Schott are each entitled to receive benefits and perquisites that
are made available to all senior executives. Further, subject to the provisions
of the change of control agreements described below, if we terminate the
employment of Mr. Casper or Mr. Schott for any reason other than death,
disability or cause, or if they voluntarily terminate their employment for good
reason, the agreements provide that they will be entitled to receive their base
salary and certain benefits for at least one year.
In January 2001, we also entered into a change of control agreement with
Mr. Casper, and in May 2001, we entered into a nearly identical change of
control agreement with Mr. Schott. The respective change of control agreements
provide that the employment of Mr. Casper and Mr. Schott will continue for at
least two years after a change of control. Upon a change of control, previously
granted stock options and restricted shares will become fully vested and
exercisable. The agreements further provide that, after a change in control, if
we terminate their employment without cause, or if they voluntarily terminate
their employment for good reason, their benefits under qualified retirement
plans will be fully vested, they will continue to be covered by
13
certain medical, dental and vision benefits for two years and will be entitled
to the unpaid portion of their respective salary and business expenses for the
current year, a payment equal to two times their respective annual base salary
and target bonus, and any vested, nonforfeitable amounts in our compensation and
benefits plans.
OPTIONS
No options were granted during the fiscal year ended June 29, 2003 to our
executive officers. There were no SARs granted to or exercised by our executive
officers in fiscal 2003, or outstanding as of June 29, 2003.
None of the executive officers exercised options in fiscal 2003. The
following table sets forth information concerning the unexercised options held
by our executive officers as of June 29, 2003:
FISCAL YEAR-END OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED,
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT JUNE 29, 2003 JUNE 29, 2003(1)
--------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
Stephen J. Perkins............................ -- -- -- --
John M. Casper................................ 8,000 12,000 -- --
John F. Schott................................ 42,800 8,000 -- --
-------------------------
(1) The value per option is calculated by subtracting the exercise price per
option from the closing price of our Common Stock on the Nasdaq National
Market on June 27, 2003, the last trading day before our fiscal year end.
Based on this calculation, none of the unexercised options held by our
executive officers were in-the-money at June 29, 2003.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As of June 29, 2003, our Executive Compensation and Development Committee
consisted of Messrs. Bush, Pollnow, and Logan. Mr. Logan was formerly an
executive officer of DTI until his retirement on December 31, 1999.
EXECUTIVE COMPENSATION AND DEVELOPMENT COMMITTEE REPORT ON EXECUTIVE
COMPENSATION
The Executive Compensation and Development Committee (the "Committee"),
whose principal purpose is to administer our executive and key employee
compensation policies, is composed entirely of non-employee members of our Board
of Directors. It reviews, recommends and approves changes to our compensation
policies and programs for our chief executive officer and other senior
executives and certain key employees of our business units whose annual base
salaries exceed $100,000. In addition to its authority in areas of cash
compensation, the Committee administers our stock incentive plans and agreements
and approves grants to be made in connection therewith.
In the Committee's discharge of its responsibilities, it considers the
compensation of our chief executive officer, other senior executive officers and
certain other key employees as described above, sets overall policy and
considers in general the basis of the levels of compensation of other key
contributing employees.
Policy and Objectives. Recognizing its role as a key representative of our
stockholders, the Committee seeks to promote the interests of stockholders by
attempting to align management's remuneration, benefits and perquisites with our
economic well-being. Because the achievement of operational objectives should,
over time, represent the primary determinant of share price, the Committee links
elements of compensation of executive officers and certain key employees with
our operating performance. In this way, objectives under a variety of
compensation programs should eventually reflect our overall performance. By
adherence to the compensation program, the compensation process should provide
for enhancement of stockholder value. Basically, the Committee seeks the
successful implementation of our business strategy by attracting and
14
retaining talented managers motivated to accomplish these stated objectives. The
Committee attempts to be fair and competitive in its views of compensation.
Rewards involve both business and individual performance. The key ingredients of
the program consist of base salary, annual cash incentives and long-range
incentives consisting primarily of grants of stock options and restricted stock.
From time-to-time, the Committee retains independent compensation and benefits
consultants to evaluate our compensation programs and advise the Committee in
connection with the development of compensation programs.
Base Salary. As a general principle, base salaries for our chief executive
officer, as well as other executive and key officers, are set by the Committee
using salary data for similar positions in companies that match our size in
sales and earnings as a guideline. Target total cash compensation for each of
our executive officers generally approximates the median amount in the salary
data for the corresponding position. The Committee anticipates that it will
continue to periodically update the salary surveys of companies comparable to us
as a component in the determination of base salary for executive officers. In
addition, the performance of each key executive is evaluated annually and salary
adjustments are based on various factors, including revenue growth, earnings per
share improvement, increases in cash flow, new product development, market
appreciation for publicly-traded securities, reduction of debt, personal
performance, and position in the salary study or survey range. The Committee
approves base salary adjustments for executive officers, including our chief
executive officer, and other key officers. Salary, incentive compensation and
severance arrangements for our current president and chief executive officer
were established by November 2000 agreements approved by the Board of Directors.
As of April 1, 2003, our president and chief executive officer, senior vice
president-finance and chief financial officer, and chief operating officer each
voluntarily agreed to a 15% salary reduction.
Cash Incentive Compensation. To reward performance, our chief executive
officer and other executives and key employees are eligible for annual cash
bonuses. The actual amount of incentive compensation paid to each executive
officer and key employee is predicated on our financial performance as a whole,
the performance of the operations within the individual's area of
responsibility, and an assessment of each participant's relative role in
achieving our annual financial objectives as well as each such person's
contributions of a strategic nature in maximizing stockholder value. Bonuses for
corporate office executives and key employees, including our chief executive
officer, our senior vice president--finance and chief financial officer, and
chief operating officer, are calculated by reviewing corporate performance and
determining, based on such performance, what percentage of a target incentive
each of the individuals should receive; and by reviewing such person's
contributions of a strategic nature in maximizing stockholder value. Bonuses for
executives and key employees whose area of management responsibility is
primarily limited to one or more of our business units are calculated by
reviewing the performance of those units with respect to several operating
measures and determining, based on such performance, what percentage of target
compensation each such executive or key employee should receive. The Committee
may award discretionary bonuses for individuals whose applicable business units
fail to meet financial performance objectives. The Committee awarded no bonuses
to our president and chief executive officer and our other executive officers
with respect to fiscal 2003.
Stock-Based Incentives. Our 1994 Employee Stock Option Plan (the "1994
Plan") and 1996 Long-Term Incentive Plan (the "LTIP") are long-term incentive
programs intended to promote our interests by attracting and retaining
exceptional executive personnel and other key employees, motivating such
employees by means of stock options, restricted stock and performance-related
incentives to achieve long-range performance goals, and enabling such employees
to participate in our long-term growth and financial success. The basic
objective of these plans is the specific and solid alignment of executive and
stockholder interests by forging a direct relationship between this element of
compensation and the stockholders' level of return. These programs represent our
desire to permit executives and other key employees to obtain an ownership
position and a proprietary interest in our Common Stock.
Under the 1994 Plan, approved by the stockholders, stock option grants are
approved, from time to time, by the Committee. Generally, the Committee attempts
to reflect the optionee's potential impact on corporate financial and
operational performance in the award of stock options. Stock options granted
under the plan during fiscal 2003 have an exercise price equal to the market
price of the Common Stock on the date of grant, expire after ten years, and vest
20% annually.
15
The LTIP is also administered by the Committee. The LTIP provides for the
granting of four types of awards on a stand alone, combination, or tandem basis,
specifically, nonqualified stock options, incentive stock options, restricted
stock and performance stock awards. During fiscal 2003, the Committee made no
stock-based awards to our president and chief executive officer and our other
executive officers.
Internal Revenue Code Limits on Executive Compensation. Under Section
162(m) of the Internal Revenue Code and applicable Treasury regulations, no tax
deduction is allowed for annual compensation in excess of $1 million paid to any
"covered employee" within the meaning of Section 162(m). However,
performance-based compensation that has been approved by a company's
stockholders is excluded from this limit if, among other requirements, the
compensation is payable only upon attainment of pre-established, objective
performance goals and the board committee that establishes such goals consists
only of "outside directors" as defined for purposes of Section 162 (m). The
Committee intends to provide for the tax deductibility of executive compensation
under the provisions of Section 162(m) so long as doing so is in the long-term
best interests of DTI and is compatible with its determinations as to the most
appropriate compensation of our executive officers. The Committee therefore
reserves the authority to award non-deductible compensation in circumstances it
deems appropriate to do so.
Executive Compensation and Development
Committee
William H.T. Bush, Chairman
John F. Logan
Charles F. Pollnow
16
PERFORMANCE GRAPH
The following graph presents the cumulative total return for DTI, the
Nasdaq Market Index, and a peer group ("Peer Group") consisting of 46 U.S.
companies traded on various exchanges and in the over-the-counter market in the
same Standard Industrial Code (SIC) group as DTI (SIC Code 3559--Special
Industrial Machinery; Not Elsewhere Classified), assuming the investment of $100
on June 26, 1998 and reinvestment of any dividends. The Peer Group includes DTI.
The Nasdaq and the Peer Group data have been provided by Zacks Investment
Research, Martinez, California, without independent verification.
COMPARISON OF CUMULATIVE TOTAL RETURNS
(PERFORMANCE GRAPH)
-----------------------------------------------------------------------------------------------------------
Company/Index/Market 6/26/98 6/28/99 6/23/00 6/22/01 6/28/02 6/27/03
-----------------------------------------------------------------------------------------------------------
DT Industries, Inc. $100.00 $ 34.36 $ 37.80 $ 23.56 $ 13.74 $ 9.23
Nasdaq Market Index $100.00 $136.54 $205.68 $108.85 $ 78.27 $ 86.94
Peer Group $100.00 $174.93 $383.77 $236.07 $174.06 $142.40
PROPOSAL 2:
PROPOSAL CONCERNING RECOMMENDING THAT THE BOARD
RESCIND OUR RIGHTS AGREEMENT
Our Rights Agreement (the "Rights Agreement") was adopted by the Board of
Directors on August 18, 1997 and subsequently amended on November 5, 1998 and
November 17, 2000. As discussed below, the primary purpose of the Rights
Agreement (also referred to as a "poison pill") is to enhance the Board's
ability to protect and maximize stockholder value in the event another party
attempts to acquire control of the company.
The State of Wisconsin Investment Board ("SWIB") is our largest
stockholder. See "Security Ownership of Certain Beneficial Owners and
Management" for a description of SWIB's holdings of our Common Stock. Pursuant
to a Letter Agreement between us and SWIB, dated November 20, 2000, we have
agreed to submit the Rights Agreement to a vote of our stockholders at this
Annual Meeting and each annual meeting of our stockholders held every three (3)
years after this Annual Meeting so long as the Rights Agreement is then in
effect. If a majority of the shares present, in person or by proxy, and entitled
to vote at the Annual Meeting, vote in favor of recommending that the Rights
Agreement be rescinded, then the Board of Directors will strongly consider
rescinding the Rights Agreement.
17
OUR STATEMENT IN OPPOSITION OF PROPOSAL 2
We believe that rescission of the Rights Agreement is not in the best
interests of our stockholders, and recommend that stockholders vote AGAINST
rescission of the Rights Agreement, for the reasons stated below.
The Rights Agreement is designed to:
- help build long-term value for our stockholders by protecting them
against unfair or coercive takeover attempts;
- ensure that stockholders are treated fairly and equally in the event
of an unsolicited offer to acquire us; and
- obtain fair value in the event we are sold.
The Board's primary objective in adopting the Rights Agreement was, and in
maintaining the Rights Agreement continues to be, the preservation and
maximization of stockholder value.
The Rights Agreement is not intended to, nor does it, preclude any
potential takeover proposals that the Board of Directors determines, in the
exercise of its fiduciary duties, is at a price and on terms that are fair and
in the best interests of our stockholders. Rather, the Rights Agreement is
intended in part to discourage a "creeping acquisition" of control whereby an
acquiror may accumulate a controlling block of stock in the open market without
paying a control premium, attempt to unfairly pressure stockholders, potentially
squeeze stockholders out of their investment without any viable alternatives,
and deprive stockholders of the full value of their stock. Small stockholders
are particularly vulnerable to creeping acquisitions and partial or two-tiered
tender offers and the Board believes that the Rights Agreement is a significant
tool to protect stockholders against these tactics.
Our Board of Directors is comprised of a majority of outside directors. If
presented with any unsolicited bid for DTI, our directors must act in accordance
with their fiduciary duties under Delaware corporate law. Specifically, Delaware
corporate law imposes a fiduciary duty on our Board of Directors to act in the
best interest of our stockholders, which we believe includes protecting
stockholders from unfair and abusive takeover tactics. This duty requires the
Board to evaluate the merits of every acquisition proposal presented to us and
take measures to ensure that stockholder value is maximized in connection with
any such proposals. Based upon the collective business experience and knowledge
of the Board of Directors and its advisers, the adoption of the Rights Agreement
was, and any future decision of the Board whether to rescind the Rights
Agreement in light of an acquisition proposal would be, in accordance with these
responsibilities. Among other things, a major function of the Rights Agreement
is to give the Board a greater period of time to evaluate an acquisition offer,
investigate alternatives and take steps to maximize stockholder value. A second
major function of the Rights Agreement is to induce a bidder for DTI to
negotiate with the Board, thus strengthening the Board's bargaining position
with potential acquirors for the benefit of all stockholders. In this fashion,
the Rights Agreement is designed to assist the Board, as elected representatives
of the stockholders, in obtaining the best price and other terms if a change of
control transaction should occur.
Based upon the factors outlined above, we believe that the Rights Agreement
should be retained and that rescission of the Rights Agreement would deprive the
Board of an important and effective tool to protect stockholders and may deprive
stockholders of substantial economic benefits in the future. We instead believe
that any decision to rescind the Rights Agreement should be made in the context
of a specific acquisition proposal. It is important to remember that hostile
acquirers are often interested in obtaining control of companies in the least
expensive manner possible. In attempting to do so, acquirors often engage in
tactics that are not in the best interest of our stockholders. We believe that
the Rights Agreement provides the Board with a necessary degree of control in a
takeover situation by providing it maximum flexibility to evaluate a takeover
proposal in a rational manner to determine whether, in the exercise of its
fiduciary duties, the proposed offer adequately reflects the value of the
company and is in the interests of all stockholders.
18
IT IS FOR THESE REASONS THAT WE BELIEVE THAT THE STOCKHOLDERS SHOULD VOTE
"AGAINST" RECOMMENDING THAT THE BOARD RESCIND THE RIGHTS AGREEMENT.
INDEPENDENT AUDITORS
PricewaterhouseCoopers LLP has served as our independent public accountants
since fiscal 1993. Our Audit and Finance Committee has not yet appointed an
auditor for the fiscal year ending June 27, 2004 because it is currently
evaluating our audit needs in light of the consolidation of our operations
pursuant to our recent corporate restructuring. A representative of
PricewaterhouseCoopers LLP will be in attendance at the Annual Meeting, will
have the opportunity to make any desired comments, and will be available to
respond to appropriate questions.
AUDIT AND FINANCE COMMITTEE REPORT
A copy of our current Audit and Finance Committee Charter is attached to
this proxy statement as Appendix A.
The Audit and Finance Committee has reviewed and discussed our fiscal 2003
audited financial statements with management and PricewaterhouseCoopers LLP, our
independent auditors. We discussed with PricewaterhouseCoopers LLP the results
of its audit and examination of our fiscal 2003 financial statements, its
evaluation of our internal controls and the overall assessment of the quality of
our financial accounting and reporting functions. We also discussed with
PricewaterhouseCoopers LLP the matters required to be discussed by Statement on
Auditing Standards No. 61 ("SAS 61"). In addition, the Audit and Finance
Committee has received from PricewaterhouseCoopers LLP the written disclosures
and the letter required by Independence Standards Board Standard No. 1 ("ISB
Standard No. 1"). The Audit and Finance Committee has reviewed the materials
received from the independent auditors and has met with representatives of
PricewaterhouseCoopers LLP to discuss the auditor's independence. The Audit and
Finance Committee has considered whether the tax consulting, tax planning and
other non-audit services provided by PricewaterhouseCoopers LLP to us are
compatible with maintaining the auditor's independence.
Based on the Audit and Finance Committee's review of the above items and
the discussions referred to above, the Audit and Finance Committee recommended
to the Board of Directors that our audited fiscal 2003 financial statements be
included in our Annual Report on Form 10-K for the fiscal year ended June 29,
2003 for filing with the Commission.
Each member of the Audit and Finance Committee is independent, as defined
in Rule 4200(a)(15) of the National Association of Securities Dealers' listing
standards.
This report is submitted by the members of the Audit and Finance Committee.
Lee M. Liberman, Chairman
Charles A. Dill
Robert C. Lannert
AUDIT FEES
For the fiscal year ended June 29, 2003, PricewaterhouseCoopers LLP billed
us $615,000 for professional services rendered for the audit of our annual
financial statements and the reviews of the financial statements included in our
Forms 10-Q during such fiscal year.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
For the fiscal year ended June 29, 2003, PricewaterhouseCoopers LLP neither
rendered, nor billed us for, professional services related to financial
information systems design and implementation.
19
ALL OTHER FEES
For the fiscal year ended June 29, 2003, PricewaterhouseCoopers LLP billed
us $527,728 for services other than those described under "Audit Fees" and
"Financial Information Systems Design and Implementation Fees" above. These
services primarily consisted of tax consulting and planning services and
services relating to the preparation and review of Commission filings other than
our regular periodic reports on Forms 10-K and 10-Q.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
To our knowledge, based solely on review of information furnished to us,
reports filed through us and representations that no other reports were
required, all Section 16(a) filing requirements applicable to our executive
officers, directors and greater than 10% beneficial owners were complied with
during the fiscal year ended June 29, 2003.
STOCKHOLDER PROPOSALS FOR 2004 ANNUAL MEETING
Rule 14a-8 of the Securities Exchange Act of 1934 currently provides that
stockholder proposals for the 2004 Annual Meeting must be received at our
principal executive office no later than June 18, 2004 to be considered by us
for possible inclusion in the proxy materials for the 2004 Annual Meeting.
In addition, our amended and restated bylaws provide that stockholders
desiring to bring business before the 2004 Annual Meeting, including nomination
of a person for election to our Board of Directors, must provide written notice
to us no earlier than 150 days and no later than 90 days before the date of the
2004 Annual Meeting, which we currently plan to hold on or about November 10,
2004. The written notice must include the information required by Section 14 of
our amended and restated bylaws. These bylaw requirements for advance notice of
stockholder proposals are separate and apart from the Commission requirements of
Rule 14a-8 described above.
FINANCIAL INFORMATION
Our 2003 Annual Report to Stockholders, which contains our Form 10-K for
the fiscal year ended June 29, 2003, as filed with the Commission, is enclosed
with this Proxy Statement. WE WILL PROVIDE, WITHOUT CHARGE, TO ANY RECORD OR
BENEFICIAL STOCKHOLDER AS OF SEPTEMBER 19, 2003, WHO SO REQUESTS IN WRITING, A
COPY OF THE EXHIBITS FILED WITH THE FORM 10-K. ANY SUCH REQUEST SHOULD BE
DIRECTED TO DT INDUSTRIES, INC., 907 WEST FIFTH STREET, DAYTON, OHIO 45407,
ATTENTION: DENNIS S. DOCKINS, GENERAL COUNSEL AND SECRETARY.
You are urged to complete, sign, date and return your proxy to make certain
your shares of Common Stock will be voted at the Annual Meeting. For your
convenience in returning the proxy, an addressed envelope is enclosed, requiring
no additional postage if mailed in the United States.
By Order of the Board of Directors,
/S/ DENNIS S. DOCKINS
Dennis S. Dockins
General Counsel and Secretary
October 17, 2003
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APPENDIX A
DT INDUSTRIES, INC.
AUDIT AND FINANCE COMMITTEE CHARTER
A. PURPOSE
The Audit and Finance Committee (the "Committee") shall provide assistance
to the members of the Board of Directors (the "Board of Directors" or the
"Board") of DT Industries, Inc. (the "Company") in fulfilling their oversight
functions with respect to the quality, integrity and annual independent audit of
the Company's financial statements. In so doing, the Committee is responsible
for the appointment, compensation and oversight of the Company's independent
accountants that audit the Company's financial statements (the "Auditors"). The
Committee's goal shall be to maintain free and open means of communication
between the members of the Board, the Auditors, and the Company's management and
internal audit staff. The Committee shall also assist the Board in reviewing the
Company's financing and capital structure. The Committee's functions are
enumerated in Section C of this Charter.
While the Committee has the functions set forth in this Charter, it is not
the duty of the Committee to plan or conduct audits or to determine that the
Company's financial statements are complete and accurate or are in accordance
with generally accepted accounting principles. The responsibility to plan and
conduct audits is that of the Auditors. However, the Committee shall review the
audit plan and may make suggestions with respect thereto, particularly with
respect to any concern it may have as to the adequacy of the audit plan to meet
fully the requirements of any regulatory body having jurisdiction over the
Company and its financial statements. The Company's management has the
responsibility to determine that the Company's financial statements are complete
and accurate and in accordance with generally accepted accounting principles. It
is also not the duty of the Committee to assure the Company's compliance with
laws and regulations or compliance with the Company's code of ethical conduct.
The primary responsibility for these matters rests with the Company's
management.
In its oversight capacity, the Committee is neither intended nor equipped
to guarantee with certainty to the full Board and stockholders the accuracy and
quality of the Company's financial statements and accounting practices. The
Committee can do no more than rely upon information it receives, questions and
assesses in fulfilling its functions.
B. COMPOSITION
The Committee shall be comprised of at least three members. Each member of
the Committee shall satisfy the requirements, including independence and
experience, of (1) the Sarbanes-Oxley Act of 2002 (the "S-O Act") and the rules
promulgated by the Securities Exchange Commission (the "SEC") pursuant thereto,
(2) the National Association of Securities Dealers for companies listed on the
Nasdaq National Market, (3) any other applicable laws, rules or regulations and
(4) Sections 1 and 11 of Article III of the Company's Amended and Restated
Bylaws; provided, however, that only one such member must be considered by the
Board to be a financial expert, consistent with Section 407 of the S-O Act and
the rules promulgated by the SEC pursuant thereto. Committee members and the
Committee Chairman shall be designated by the full Board of Directors upon the
recommendation of the Nominating and Corporate Governance Committee.
C. FUNCTIONS
The Committee's oversight functions may be divided into the following
general categories: (1) assessing internal controls established by the Company's
management, (2) overseeing financial reporting, (3) evaluat-
A-1
ing internal and independent audit processes, (4) overseeing the Company's
financing and capital structure and (5) other functions. The Committee shall:
1. INTERNAL CONTROLS PROCESSES
a. Review periodically with the Auditors, the Company's management and the
Company's internal audit staff the adequacy and effectiveness of the design and
operation of the Company's internal controls to record, process, summarize and
report financial data, including the ability of such internal controls to expose
illegal or improper payments, transactions or procedures.
b. Review periodically the Company's Code of Ethics and the Company's
program to monitor compliance with the Code of Ethics.
c. Review periodically with the Company's general counsel and outside legal
counsel legal and regulatory matters that could have a significant effect on the
Company's financial statements.
d. Review with the Company's management and internal audit staff and the
Auditors any fraud, whether or not material, that involves management or other
employees who have a significant role in the Company's internal controls, and
recommend to management that it take such action with respect thereto as
appropriate, including the engagement of independent forensic auditors in those
cases in which the Committee feels such engagement is required.
e. Review periodically with the Company's management the Company's risk
assessment and risk management policies.
f. Review with the Company's management and internal audit staff and the
Auditors the extent to which changes or improvements to the Company's internal
controls, as approved by the Committee, have been implemented.
2. REPORTING PROCESSES
a. Review with the Company's management and internal audit staff and the
Auditors the Company's audited annual consolidated financial statements,
including any opinion or report rendered by the Auditors, and the disclosure
under "Management's Discussion and Analysis of Financial Condition and Results
of Operations" prior to filing the Company's annual report on Form 10-K with the
SEC and, if applicable, recommend to the Board that such financial statements be
included in the Form 10-K.
b. Review with the Company's management and internal audit staff and the
Auditors the Company's unaudited interim consolidated financial statements and
the disclosure under "Management's Discussion and Analysis of Financial
Condition and Results of Operations" prior to filing the Company's quarterly
reports on Form 10-Q with the SEC. A quorum for meetings to review such
financial statements shall be one of the Committee members, but all Committee
members will be invited to participate.
c. Review with the Company's management and internal audit staff and the
Auditors the Company's earnings releases prior to their public dissemination.
Review with the Company's management all other communications made by the
Company to third parties that contain material, non-public financial information
regarding the Company prior to dissemination to such third parties. A quorum for
meetings to review such earnings releases, information and guidance shall be one
of the Committee members, but all Committee members will be invited to
participate.
d. Based upon discussions with, and reliance upon, the Company's management
and internal audit staff and the Auditors, cause to be prepared a report for
inclusion in the Company's annual meeting proxy statement, which report will
satisfy the requirements of Item 7(d)(3) of Schedule 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). In addition, the
Committee will provide any other audit committee-related disclosure required in
filings with the SEC (including, without limitation, disclosure in Exchange Act
reports of the Committee's approval of non-audit services to be performed by the
Auditors) or otherwise required by the rules of the Nasdaq National Market or
other applicable securities laws, rules and regulations.
A-2
e. Discuss with the Auditors their judgments about the quality, not just
the acceptability, of the Company's accounting principles and financial
disclosure practices used or proposed and the appropriateness of significant
management judgments used in preparation of the Company's financial statements.
f. Discuss with the Company's management and internal audit staff and the
Auditors the effect of regulatory and accounting initiatives, as well as
off-balance sheet structures, if any, on the Company's financial statements.
3. INTERNAL AND INDEPENDENT AUDIT PROCESS
a. Take sole responsibility for the appointment, compensation and oversight
of the work of the Auditors (including resolution of disagreements between
management of the Company, the Company's internal audit staff and the Auditors
regarding financial reporting or the preparation of the Company's financial
statements) for the purpose of preparing or issuing an audit report or related
work.
b. Pre-approve all auditing services and permissible non-audit services set
forth in Section 202 of the S-O Act provided to the Company by the Auditors. The
Committee shall also be responsible for approving the fees and other
compensation to be paid to the Auditors for all such services. The Committee may
delegate, subject to any rules or limitations it deems appropriate, to one or
more designated members of the Committee the authority to grant such
preapprovals; provided, however, that the decisions of any member to whom
authority is so delegated to preapprove an activity shall be presented to the
full Committee at its next meeting.
c. Review on all annual basis all relationships the Auditors have with the
Company to determine their independence and effectiveness. The Auditors shall
annually provide to the Committee a written statement delineating all such
relationships. On an annual basis obtain and review a report from the Auditors
describing the Auditors' internal quality-control procedures and any material
issues raised by the most recent internal quality-control review, or peer
review, of the firm, or by any inquiry or investigation by governmental or
professional authorities, within the preceding five (5) years, respecting one or
more independent audits carried out by the firm, and any steps taken to deal
with any such issues.
d. Review the annual audit plan of the Auditors and evaluate their
performance.
e. Review the experience and qualifications of the senior members of the
Auditors' team.
f. Obtain and review a report from the Auditors at least annually as to (1)
all critical accounting policies used by the Company, (2) all alternative
treatments of financial information within generally accepted accounting
principles that have been discussed with the Company's management and internal
audit staff, the ramifications of the use of such alternative disclosures and
treatments and the treatment preferred by the Auditors; and (3) other material
written communications between the Auditors and the Company's management or
internal audit staff, including management letters and schedules of unadjusted
differences. Material written communications between the Auditors and the
Company's management or internal audit staff shall be sent directly to the
Committee Chairman simultaneously with the submission of such communications to
the Company's management or internal audit staff.
g. Require the rotation of the lead audit partner and concurring partner on
a regular basis in accordance with the requirements of the Exchange Act, but in
any event at least every five years.
h. Review the Company's hiring of employees or former employees of the
Auditors who participated in any capacity in the audits of the Company.
i. Review with the Auditors and the Company's management and internal audit
staff the extent to which changes or improvements in financial or accounting
practices, as approved by the Committee, have been implemented.
j. Following completion of the annual audit, review with the Company's
management and internal audit staff and the Auditors any significant
difficulties encountered during the course of the audit and any recommendations
they have with respect to changes or improvements in financial or accounting
practices.
A-3
4. FINANCING AND CAPITAL STRUCTURE
a. Review capital expenditure and financing plans.
b. Recommend the dividend policy to the Board of Directors.
c. Advise the Board of Directors and management with respect to the
Company's capital structure and related corporate financial matters, including
financing alternatives and strategies, and make recommendations to the Board of
Directors with respect to the financing of the Company.
5. OTHER FUNCTIONS
a. Review this Charter at least annually and as conditions dictate and
recommend to the Board any necessary or desirable amendments, and make
recommendations with respect to their approval, amendment or rejection to the
full Board.
b. Review and pre-approve related-party transactions, conflicts of interest
between Board members, the Company's management or beneficial owners of greater
than 5% of the Company's outstanding shares of common stock or any member of the
immediate family of any of the foregoing persons, on the one hand, and the
Company, on the other hand, and any repurchases by the Company of its equity
securities.
c. Establish procedures for (1) the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal accounting
controls or auditing matters, and (2) the confidential, anonymous submission by
employees of the Company of concerns regarding questionable accounting or
auditing matters.
d. Perform an annual evaluation of the Committee to determine whether it is
functioning effectively.
e. Investigate any other matter brought to its attention within the scope
of its duties that it deems appropriate for investigation.
f. Have the authority to engage and determine funding for outside legal,
accounting or other advisors as it deems necessary to carry out its functions.
g. Perform such other functions as assigned or required by the Company's
certificate of incorporation or bylaws, the Board of Directors, federal and
state securities laws, the rules of the Nasdaq National Market and any other
applicable laws, rules or regulations.
D. MEETINGS
The Committee shall hold at least four (4) regular meetings per year and
any special meetings as may be called by the Chairman of the Committee or at the
request of the Auditors or the Company's management or internal audit staff.
Members of the Company's management and internal audit staff, the Auditors or
others may attend meetings of the Committee at the invitation of the Committee
and shall provide pertinent information as necessary. The Committee shall meet
with the Auditors and the Company's management and internal audit staff in
separate executive sessions to discuss any matters that the Committee or these
groups believe should be discussed privately with the Committee. The Committee
may meet via telephone conference calls or take action in writing executed by
all the members. Except as otherwise provided herein, a quorum for Committee
meetings shall consist of two (2) members.
The Chairman of the Committee shall set the agenda of each Committee
meeting and arrange for the distribution of the agenda, together with supporting
material, to the Committee members prior to each Committee meeting. The Chairman
will also cause to be promptly prepared and circulated to the Committee members
minutes of each Committee meeting.
A-4
E. COMMUNICATION WITH THE BOARD OF DIRECTORS
The Committee shall, after each meeting, promptly report its activities,
findings and conclusions to the full Board of Directors, including providing
copies of the minutes to the full Board.
January 2003
A-5
[DT INDUSTRIES LOGO]
Please
Mark Here
for Address |_|
Change or
Comments
SEE REVERSE SIDE
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1
1. To elect the following nominees as Directors of the Company to serve for
terms of three years or until their successors are elected and qualified.
FOR all nominees listed WITHHOLD AUTHORITY
(except as marked to to vote for all nominees
the contrary) listed below
|_| |_|
Nominees for Directors:
Class I -- (Term of Office Expires in 2006): 01 James J. Kerley,
02 John F. Logan, 03 Charles F. Pollnow
INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee(s) name in the space below:
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BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSAL 2
2. Approval of proposal recommending that the Board rescind the Company's
Rights Agreement (also referred to as a "poison pill").
FOR AGAINST ABSTAIN
|_| |_| |_|
Please mark this box if you plan to attend the meeting |_|
The shares represented by this proxy will be voted in accordance with the
specification made. If no specification is made, the shares represented by this
proxy will be voted "FOR" all nominees listed in Proposal 1, "AGAINST" Proposal
2 and in the discretion of the proxies on such other business as may properly
come before the meeting.
Dated: _____________________________________________________________________2003
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Please date and sign exactly as your name(s) appears on the stock certificate.
If 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. This proxy votes all shares held in all capacities unless
specified.
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[LOGO]
October 17, 2003
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
which will be held at the St. Louis Club, 7701 Forsyth Blvd., Clayton, Missouri
63105 at 2:00 p.m., Central Standard Time on Tuesday, November 11, 2003.
Enclosed you will find the formal Notice of Annual Meeting and Proxy Statement.
Whether or not you plan to attend the meeting in person, it is important
that your shares be represented and voted at the meeting. Accordingly, please
date, sign and promptly return the attached proxy form above.
We hope that you will attend and look forward to seeing you there.
/s/ James J. Kerley /s/ Stephen J. Perkins
James J. Kerley Stephen J. Perkins
Chairman of the Board President and Chief Executive Officer
DT INDUSTRIES, INC.
PROXY
Annual Meeting November 11, 2003
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned acknowledges receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statement of DT Industries, Inc. (the "Company"), each
dated October 17, 2003, and the Annual Report for the Fiscal Year ended June 29,
2003, and appoints JOHN M. CASPER with full power of substitution, the proxy and
true and lawful attorney-in-fact of the undersigned to vote all shares of stock
of said Company which the undersigned is entitled to vote at the 2003 Annual
Meeting of the Stockholders of the Company to be held at the St. Louis Club,
7701 Forsyth Blvd., Clayton, Missouri 63105, on November 11, 2003 at 2:00 p.m.
Central Standard Time and at any adjournment thereof, with the same effect as if
the undersigned were present and voting such shares on the following matters and
in the following manner:
(continued on reverse side)
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Address Change/Comments (Mark the corresponding box on the reverse side)
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