| UNITED STATES | OMB APPROVAL |
| SECURITIES AND EXCHANGE COMMISSION | OMB Number: 3235-00595 |
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Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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NORTHWEST PIPE COMPANY
200 SW Market Street, Suite 1800
Portland, Oregon 97201-5730
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
1. | Election of Directors. To elect two directors to hold office for a term of three years or until their successors are elected and qualified; and |
2. | Other Business. To transact such other business as may properly come before the meeting or any adjournments or postponements thereof. |
President and Chief Executive Officer
Portland, Oregon
March 31, 2005
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT YOU PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE DATE, SIGN AND COMPLETE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
NORTHWEST PIPE COMPANY
200 SW Market Street, Suite 1800
Portland, Oregon 97201-5730
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 10, 2005
INTRODUCTION
General
Solicitation, Voting and Revocability of Proxies
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ELECTION OF DIRECTORS
Information as to Nominees and Continuing Directors
Age | Director Since | Expiration of Current Term | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Nominees: | ||||||||||||||
William R. Tagmyer | 67 | 1986 | 2005 | |||||||||||
Neil R. Thornton | 74 | 1995 | 2005 | |||||||||||
Continuing Directors: | ||||||||||||||
Brian W. Dunham | 47 | 1995 | 2006 | |||||||||||
Wayne B. Kingsley | 62 | 1987 | 2006 | |||||||||||
Richard A. Roman | 53 | 2003 | 2006 | |||||||||||
Michael C. Franson | 50 | 2001 | 2007 |
Nominees for Director
Continuing Directors
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joining TWC, Mr. Franson was a partner at Boettcher and Company, a regional investment-banking firm located in Denver. At Boettcher, he was a founding member of the firm’s venture capital department. Mr. Franson began his career as an equity analyst at Pacific Mutual Insurance Company, located in Newport Beach, California.
Board of Directors and Board Committees
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Communications with Directors
MANAGEMENT
Executive Officers
Name | Age | Current Position(s) with Company | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Brian W. Dunham | 47 | Director, Chief Executive Officer and President | ||||||||
Charles L. Koenig | 62 | Senior Vice President, Water Transmission | ||||||||
Robert L. Mahoney | 43 | Vice President, Corporate Development | ||||||||
Terrence R. Mitchell | 49 | Senior Vice President, Tubular Products | ||||||||
John D. Murakami | 51 | Vice President, Chief Financial Officer and Corporate Secretary | ||||||||
Gary A. Stokes | 52 | Senior Vice President, Sales and Marketing |
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EXECUTIVE COMPENSATION
Summary of Cash and Certain Other Compensation
SUMMARY COMPENSATION TABLE
Annual Compensation | Long Term Compensation | |||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name and Principal Position | Year | Salary | Bonus (1) | Stock Options Granted | All Other Compensation | |||||||||||||||||
Brian W. Dunham Director, Chief Executive Officer and President | 2004 2003 2002 | $465,000 420,000 400,000 | $581,250 — 176,000 | — — 12,798 | $35,213(2) 36,216(2) 35,597(2) | |||||||||||||||||
Charles L. Koenig Senior Vice President, Water Transmission | 2004 2003 2002 | $217,500 207,000 198,000 | $225,000 — 67,000 | — — 4,223 | $36,654(2) 35,859(2) 35,650(2) | |||||||||||||||||
Terrence R. Mitchell Senior Vice President, Tubular Products | 2004 2003 2002 | $212,000 202,000 194,000 | $265,000 — 30,000 | — — 4,138 | $13,359(2) 22,575(2) 21,374(2) | |||||||||||||||||
John D. Murakami Vice President, Sales and Marketing | 2004 2003 2002 | $160,000 151,000 145,000 | $200,000 — 55,000 | — — 3,093 | $17,362(2) 19,229(2) 18,637(2) | |||||||||||||||||
Gary A. Stokes Senior Vice President, Sales and Marketing | 2004 2003 2002 | $213,200 213,200 205,000 | $235,000 — 67,000 | — — 4,373 | $29,266(2) 28,846(2) 28,811(2) |
(1) | Annual bonus represents amount earned during the year. Actual payments may be made over subsequent years. |
(2) | Represents matching amounts contributed to the Company’s 401(k) plan and the amount contributed to the Northwest Pipe Non-Qualified Savings Plan in 2004, 2003 and 2002, respectively. |
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Stock Options
Options Exercised in Last Fiscal Year and Fiscal Year End Option Values
Number of Unexercised Options at December 31, 2004 | Value of Unexercised In-the-Money Options at December 31, 2004 (2) | |||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Shares Acquired on Exercise | Value Realized (1) | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||||||
Brian W. Dunham | 13,885 | $ | 181,199 | 185,611 | 20,111 | $ | 2,134,959 | $ | 197,399 | |||||||||||||||||||
Charles L. Koenig | 6,555 | $ | 86,526 | 72,513 | 6,999 | $ | 829,380 | 69,159 | ||||||||||||||||||||
Terrence R. Mitchell | 17,160 | $ | 211,323 | 50,645 | 6,889 | $ | 450,707 | 68,110 | ||||||||||||||||||||
John D. Murakami | — | — | 40,317 | 4,856 | $ | 361,311 | 47,661 | |||||||||||||||||||||
Gary A. Stokes | 17,160 | $ | 157,357 | 55,845 | 7,140 | $ | 488,288 | $ | 70,427 |
(1) | The value realized is based on the difference between the market price at the time of exercise of the options and the applicable exercise price. |
(2) | The value of unexercised in-the-money options is calculated based on the closing price of the Company’s Common Stock on December 31, 2004, $24.95 per share. Amounts reflected are based on the assumed value minus the exercise price and do not necessarily indicate that the optionee sold such stock. |
Equity Compensation Plan Information
Plan Category | Number of Securities to be Issued upon Exercise of Outstanding Options | Weighted Average Exercise Price of Outstanding Options | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Equity Compensation Plans Approved by Shareholders (1) | 859,465 | $ | 15.141 | 34,111 | ||||||||||
Equity Compensation Plans Not Approved by Shareholders (2) | — | — | — | |||||||||||
Total | 859,465 | $ | 15.141 | 34,111 |
(1) | Consists of the Company’s 1995 Stock Incentive Plan and the 1995 Stock Option Plan for Nonemployee Directors. |
(2) | The Company does not have any equity compensation plans or arrangements that have not been approved by shareholders. |
Change in Control Agreements
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be so extended. If a “Change in Control” (as defined in the Agreements and described below) occurs during the term of Agreements, the Agreements will continue in effect until two years after the Change in Control.
Employment Agreement
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to receive fifty percent of the remaining payments under the Employment Agreement to which Mr. Tagmyer would have been entitled had he survived. If the Employment Agreement is terminated by the Company for any reason other than “cause” or Mr. Tagmyer’s death or disability at a time when Mr. Tagmyer’s Change in Control Agreement remains in effect and would apply to such termination, Mr. Tagmyer will be permitted to elect whether to accept the benefits payable under the Employment Agreement or the benefits payable under the Change in Control Agreement. The Employment Agreement contains certain noncompetition provisions that apply to Mr. Tagmyer’s activities during the term of the Employment Agreement and for a period of one year after the later of the date of termination of the Agreement or the date the last payment is made under the Agreement.
Director Compensation
Compensation Committee Interlocks and Insider Participation
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COMPENSATION COMMITTEE REPORT
Executive Compensation Philosophy
Richard A. Roman
Neil R. Thornton
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AUDIT COMMITTEE REPORT
Richard A. Roman
Neil R. Thornton
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STOCK PERFORMANCE GRAPH
Indexed Returns | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Northwest Pipe Company | Russell 2000 Index | Peer Group | |||||||||||||
December 31, 2000 | 50.45 | 96.98 | 106.35 | ||||||||||||
December 31, 2001 | 116.79 | 99.39 | 85.25 | ||||||||||||
December 31, 2002 | 123.57 | 79.03 | 92.30 | ||||||||||||
December 31, 2003 | 95.07 | 116.38 | 121.46 | ||||||||||||
December 31, 2004 | 178.21 | 137.71 | 156.74 |
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Section 16(a) Beneficial Ownership Reporting Compliance
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STOCK OWNED BY MANAGEMENT AND PRINCIPAL SHAREHOLDERS
Shares Beneficially Owned(1) | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Name of Beneficial Owner | Shares | Percent | |||||||||
Wells Fargo & Company(2) 420 Montgomery Street, San Francisco, CA 94104 | 961,165 | 14.3 | % | ||||||||
FMR Corp(3) 82 Devonshire Street Boston, MA 02109 | 666,540 | 9.9 | % | ||||||||
Bank of America Corporation(4) 100 Federal Street North Tryon Street Floor 25, Bank of America Corporate Center Charlotte, NC 28255 | 663,082 | 9.9 | % | ||||||||
Becker Capital Management, Inc.(5) 1211 SW Fifth Avenue, Suite 2185 Portland, OR 97204 | 397,785 | 5.9 | % | ||||||||
Dimensional Fund(6) 1299 Ocean Avenue, 11th Floor Santa Monica, CA 90401 | 371,049 | 5.5 | % | ||||||||
William R. Tagmyer | 274,421 | 4.0 | % | ||||||||
Brian W. Dunham | 249,697 | 3.6 | % | ||||||||
Charles L. Koenig | 120,273 | 1.8 | % | ||||||||
Gary A. Stokes | 58,173 | * | |||||||||
Terrence R. Mitchell | 51,110 | * | |||||||||
John D. Murakami | 43,650 | * | |||||||||
Wayne B. Kingsley(7) | 30,583 | * | |||||||||
Neil R. Thornton | 28,378 | * | |||||||||
Michael C. Franson | 13,000 | * | |||||||||
Richard A. Roman | 9,000 | * | |||||||||
All directors and executive officers as a group, (eleven persons) | 908,528 | 12.3 | % |
(*) | Represents beneficial ownership of less than one percent of the outstanding Common Stock. |
(1) | Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission, and includes voting power and investment power with respect to shares. Shares issuable upon the exercise of outstanding stock options that are currently exercisable or become exercisable within 60 days from March 15, 2005 are considered outstanding for the purpose of calculating the percentage of Common Stock owned by such person, but not for the purpose of calculating the percentage of Common Stock owned by any other person. The number of stock options that are exercisable within 60 days of March 15, 2005 is as follows: Mr. Tagmyer—164,039; Mr. Dunham—192,031; Mr. Koenig—74,807; Mr. Stokes—58,173; Mr. Mitchell—51,110; Mr. Murakami—41,872; Mr. Kingsley—18,000; Mr. Thornton—23,000; Mr. Franson—13,000; Mr. Roman—9,000; and all directors and officers as a group—674,775. |
(2) | The information as to beneficial ownership is based on a Schedule 13G/A filed with the Securities and Exchange Commission on January 21, 2005, reflecting its beneficial ownership of Common Stock as of December 31, 2004. The Schedule 13G/A states that Wells Fargo & Company beneficially owns 961,165 |
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shares of Common Stock, including 930,015 shares as to which it has sole voting power and 942,365 shares as to which it has sole dispositive power. |
(3) | The information as to beneficial ownership is based on a Schedule 13G/A filed with the Securities and Exchange Commission by FMR Corp on January 10, 2005, reflecting its beneficial ownership of Common Stock as of December 31, 2004. The Schedule 13G/A states that FMR Corp has sole voting power with respect to 2,240 shares of Common Stock and sole dispositive power with respect to 666,540 shares of Common Stock. |
(4) | The information as to beneficial ownership is based on a Schedule 13G/A filed with the Securities and Exchange Commission by Bank of America Corporation on February 11, 2005, reflecting its beneficial ownership of Common Stock as of December 31, 2004. The Schedule 13G/A states Bank of America Corporation has shared voting power with respect to 638,166 shares of Common Stock and shared dispositive power with respect to 663,082 shares of Common Stock. |
(5) | The information as to beneficial ownership is based on a Schedule 13G filed with the Securities and Exchange Commission by Becker Capital Management, Inc. on February 4, 2005, reflecting its beneficial ownership of Common Stock as of December 31, 2004. The Schedule 13G states that Becker Capital Management, Inc. has sole voting power with respect to 370,285 shares of Common Stock and sole dispositive power with respect to 397,785 shares of Common Stock. |
(6) | The information as to beneficial ownership is based on a Schedule 13G/A filed with the Securities and Exchange Commission by Dimensional Fund Advisors Inc. on February 9, 2005, reflecting its beneficial ownership of Common Stock as of December 31, 2004. The Schedule 13G/A states that Dimensional Fund Advisors Inc. has sole voting and dispositive power with respect to 371,049 shares of Common Stock. |
(7) | Shares held by Mr. Kingsley include 1,593 shares held in trust over which Mr. Kingsley has sole voting and dispositive power. |
2004 | 2003 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Audit fees (1) | $ | 506,000 | $ | 140,000 | ||||||
Audit-related fees (2) | 22,500 | 38,750 | ||||||||
All other fees | — | — | ||||||||
Total fees | $ | 528,500 | $ | 178,750 |
(1) | Audit fees include fees for audits of the annual financial statements, including required quarterly reviews, and the audit of management’s assessment of the Company’s internal control over financial reporting. |
(2) | Audit-related fees include fees for audits of the Company’s employee benefit plans and consultations concerning financial accounting and reporting. |
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DATE FOR SUBMISSION OF SHAREHOLDER PROPOSALS
OTHER MATTERS
COST OF SOLICITATION
15
ADDITIONAL INFORMATION
Chief Executive Officer and President
Portland, Oregon
March 31, 2005
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Please | o | |
Mark Here | ||
for Address | ||
Change or | ||
Comments | ||
SEE REVERSE SIDE |
FOR the nominees listed below (except as marked to the contrary below) | WITHHOLD AUTHORITY (to vote for the nominees listed below) | ||
1. PROPOSAL 1—Election of Director | o | o | |
(Instructions: To withhold authority to vote for the nominee, strike a line through the nominee’s name in the list below.) | |||
01 William R. Tagmyer | |||
02 Neil R. Thornton | |||
2. | Upon such other matters as may properly come before, or incident to the conduct of the Annual Meeting, the Proxy holders shall vote in such manner as they determine to be in the best interests of the Company. The Company is not presently aware of any such matters to be presented for action at the meeting. |
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY. IF NO SPECIFIC DIRECTION ISGIVEN AS TO ANY OF THE ABOVE ITEMS, THIS PROXY WILL BE VOTED FOR THE NOMINEES NAMED INPROPOSAL 1. THE UNDERSIGNED SHAREHOLDER HEREBY ACKNOWLEDGES RECEIPT OF THE COMPANY’SPROXY STATEMENT AND HEREBY REVOKES ANY OTHER PROXY OR PROXIES PREVIOUSLY GIVEN. |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTEFOR THE NOMINEES NAMED ABOVE. | I do | o | do not | o | plan to attend the meeting. (please check) | ||
Please sign exactly as your name appears on the Proxy Card. If shares are registered in more than one name, the signatures of all such persons are required. A corporation should sign in its full corporate name by a duly authorized officer, stating his/her title. Trustees, guardians, executors and administrators should sign in their official capacity, giving their full titles as such. If a partnership is signing, please sign in the partnership name by authorized person(s). If you receive more than one Proxy Card, please sign and return all such cards in the accompanying envelope. | |||||||
Signature | Signature | Dated: | , 2005 | ||||||||||
Vote by Internet or Telephone or Mail
24 Hours a Day, 7 Days a Week
Internet and telephone voting is available through 11:59 PM Eastern Time
the day prior to annual meeting day.
Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner
as if you marked, signed and returned your proxy card.
Internet http://www.proxyvoting.com/nwpx Use the internet to vote your proxy. Have your proxy card in hand when you access the web site. | OR | Telephone 1-866-540-5760 Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call. | OR | Mail Mark, sign and date your proxy card and return it in the enclosed postage-paid envelope. |
If you vote your proxy by Internet or by telephone,
you do NOT need to mail back your proxy card.
You can view the Annual Report and Proxy Statement
on the internet at www.nwpipe.com
NORTHWEST PIPE COMPANY
Proxy for Annual Meeting of Shareholders to be Held on May 10, 2005
The undersigned hereby names, constitutes and appoints William R. Tagmyer and Brian W. Dunham, or each of them acting in absence of the other, with full power of substitution, my true and lawful attorneys and Proxies for me and in my place and stead to attend the Annual Meeting of the Shareholders of Northwest Pipe Company (the “Company”) to be held at 9:00 a.m. local time in Portland, Oregon on Tuesday, May 10, 2005 at the Heathman Hotel, 1001 SW Broadway, Portland, OR 97205 and at any adjournments or postponements thereof, and to vote all the shares of Common Stock held of record in the name of the undersigned on March 15, 2005, with all the powers that the undersigned would possess if he were personally present. | |
(Continued, and to be marked, dated and signed, on the other side) |
5 FOLD AND DETACH HERE 5
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