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SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant |
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). |
Definitive proxy statement. | |
Definitive additional materials. | |
Soliciting material pursuant to §240.14a-12. |
Dura Automotive Systems, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
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: |
(2) Aggregate number of securities to which transaction applies: |
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) Proposed maximum aggregate value of transaction: |
(5) Total fee paid: |
Fee paid previously with preliminary materials. |
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
(1) Amount Previously Paid: |
(2) Form, Schedule or Registration Statement No.: |
(3) Filing Party: |
(4) Date Filed: |
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1. Elect the Board of Directors; | |
2. Ratify Deloitte & Touche LLP as the independent registered public accounting firm of Dura; and | |
3. Transact any other business that may properly come before the meeting. |
Sincerely, | |
Keith R. Marchiando | |
Assistant Secretary |
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Q: | Why did you send me this proxy statement? | |
A: | This proxy statement is being sent to you because the Company’s Board of Directors is soliciting your proxy to vote at the 2006 Annual Meeting of Stockholders. This proxy statement includes information required to be disclosed to you in connection with our solicitation of proxies in connection with the annual meeting. Stockholders of record as of the close of business on March 23, 2006 are entitled to vote. This proxy statement is being sent on or about April 14, 2006 to those persons who are entitled to vote at the annual meeting. | |
Q: | How many votes do I have? | |
A: | Each share of the Company’s Class A common stock that you own entitles you to one vote. | |
Q: | How do I vote? | |
A: | You can vote on matters presented at the annual meeting in two ways: | |
1. You can vote by filling out, signing and dating your proxy card and returning it in the enclosed envelope, | ||
OR | ||
2. You can attend the annual meeting and vote in person. | ||
Q: | How do I vote by proxy? | |
A: | If you properly fill out your proxy card and send it to us in time to vote, your shares will be voted as you have directed. If you do not specify a choice on your proxy card, the shares represented by your proxy card will be voted for the election of all nominees and for the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2006 fiscal year. | |
Whether or not you plan to attend the annual meeting, we urge you to complete, sign, date and return your proxy card in the enclosed envelope. Returning the proxy card will not affect your right to attend the annual meeting and vote in person. | ||
Q: | How do I vote in person? | |
A: | If you attend the annual meeting, we will give you a ballot when you arrive. | |
Q: | If my shares are held in “street name” by my broker, will my broker vote my shares for me? | |
A: | Your broker will vote your shares only if you provide instructions on how to vote. You should follow the directions provided by your broker regarding how to instruct your broker to vote your shares. | |
Q: | Can I change my vote or revoke my proxy after I have mailed my proxy card? | |
A: | You can change your vote at any time before your proxy is voted at the annual meeting. You can do this in one of three ways. First, you can send a written notice to Keith R. Marchiando, Vice President, Chief Financial Officer and Corporate Assistant Secretary of the Company at our headquarters stating that you would like to revoke your proxy. Second, you can complete and submit a new proxy card. Third, you can attend the annual meeting and vote in person. Simply attending a meeting, however, will not revoke your proxy. If you have instructed a broker to vote your shares, you must follow the directions you received from your broker to change your vote. | |
Q: | Will there be any matters voted upon at the annual meeting other than those specified in the Notice of Annual Meeting? | |
A: | The Company’s management does not know of any matters other than those discussed in this proxy statement that will be presented at the annual meeting. If other matters are properly brought before the meeting and the Company does not have notice of these matters a reasonable time prior to the annual meeting, all proxies will be voted in accordance with the recommendations of the Company’s management. |
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Q: | How are votes counted? | |
A: | Stockholders of record of the Company’s Class A common stock as of the close of business on March 23, 2006 are entitled to vote at the annual meeting. As of March 23, 2006, there were 18,830,967 shares of Class A common stock outstanding. The presence in person or by proxy of a majority of the outstanding shares of Class A common stock will constitute a quorum for the transaction of business. Each share of Class A common stock is entitled to one vote on each matter to come before the annual meeting. | |
Under Delaware law, if you have returned a valid proxy or attend the meeting in person, but abstain from voting, your stock will nevertheless be treated as present and entitled to vote. Your stock therefore will be counted in determining the existence of a quorum and, even though you have abstained from voting, will have the effect of a vote against any matter requiring the affirmative vote of a majority of the shares present and entitled to vote at the annual meeting, such as the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2006 fiscal year. | ||
Under Delaware law, broker “non-votes” are also counted for purposes of determining whether a quorum is present, but are not counted in determining whether a matter requiring a majority of the shares present and entitled to vote has been approved or whether a plurality of the vote of the shares present and entitled to vote has been cast. | ||
Q: | How are proxies being solicited and who pays for the solicitation of proxies? | |
A: | Initially, the Company will solicit proxies by mail. The Company’s directors, officers and employees may also solicit proxies in person or by telephone without additional compensation. The Company will pay all expenses of solicitation of proxies. |
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Audit Committee: | |
Nick G. Preda (Chairman) | |
James O. Futterknecht, Jr. | |
Ralph R. Whitney, Jr. |
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Year Ended December 31, | ||||||||
2005 | 2004 | |||||||
Audit Fees(1) | $ | 5,308,000 | $ | 5,323,000 | ||||
Audit-Related Fees(2) | 44,000 | 258,000 | ||||||
Tax Fees(3) | 1,410,000 | 1,363,000 | ||||||
All Other Fees | — | — | ||||||
$ | 6,762,000 | $ | 6,944,000 | |||||
(1) | Fees for audit services billed in 2005 and 2004 consisted of (i) audit of the Company’s annual financial statements; (ii) reviews of the Company’s quarterly financial statements; (iii) comfort letters, statutory audits, consents and other services related to SEC matters; (iv) consultations on financial accounting and reporting matters arising during the course of the audit; and (v) the audit of the Company’s internal controls over financial reporting as required by Section 404 of the Sarbanes-Oxley Act. |
(2) | Fees for audit related services billed in 2005 were primarily for consultation on business transactions. Fees for audit-related services billed in 2004 consisted of (i) Sarbanes-Oxley Act, Section 404 advisory services and internal accounting control related services; and (ii) due diligence and consultation on acquisitions or other business transactions. |
(3) | Fees for tax services billed in 2005 and 2004 consisted of tax compliance and tax planning and advice. Tax compliance and planning services consisted of (i) tax return assistance; (ii) assistance with tax return filings in certain foreign jurisdictions; (iii) assistance with tax audits and appeals; (iv) preparation of expatriate tax returns; (v) tax advice related to structuring certain proposed transactions; (vi) tax services with regards to research and development; and (vii) general tax planning matters. |
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Beneficial Ownership | ||||||||
Class A Stock | ||||||||
Number of | Percent | |||||||
Directors, Nominees, Officers and 5% Stockholders | Shares | of Class | ||||||
Lawrence A. Denton(1) | 716,685 | 3.8 | % | |||||
John J. Knappenberger(1) | 438,014 | 2.3 | % | |||||
Milton D. Kniss(1) | 416,060 | 2.2 | % | |||||
Keith R. Marchiando(1) | 152,743 | * | ||||||
Jurgen von Heyden(1) | 315,060 | 1.7 | % | |||||
Walter P. Czarnecki | 11,709 | * | ||||||
Jack K. Edwards(1) | 52,842 | * | ||||||
James O. Futterknecht, Jr. | 40,271 | * | ||||||
Yousif B. Ghafari | 16,994 | * | ||||||
J. Richard Jones(1) | 100,152 | * | ||||||
Nick G. Preda | 23,419 | * | ||||||
Ralph R. Whitney, Jr.(1) | 84,427 | * | ||||||
FMR Corp.(2) | 1,844,074 | 9.8 | % | |||||
Barclays Global Investors, N.A.(5) | 1,627,350 | 8.7 | % | |||||
Dimensional Fund Advisors(3) | 1,603,301 | 8.5 | % | |||||
SG Americas Securities, LLC(7) | 1,188,056 | 6.3 | % | |||||
Tontine Capital Partners, L.P.(6) | 1,023,622 | 5.5 | % | |||||
Marathon Asset Management, LLC(4) | 856,524 | 4.6 | % | |||||
All Directors and Officers as a group (14 persons) | 2,715,881 | 14.4 | % |
* | Less than one percent |
(1) | Includes shares as to which the officer or director has the right to acquire within 60 days through the exercise of stock options, as follows: Mr. Denton — 680,000 shares; Mr. Knappenberger — 424,873 shares; Mr. Kniss — 392,500 shares; Mr. Marchiando — 150,000 shares; Mr. von Heyden — 315,060 shares; Mr. Edwards — 10,500 shares; Mr. Jones — 50,000 shares; and Mr. Whitney — 2,400 shares. |
(2) | FMR Corp. reported as of February 14,, 2006 sole dispositive power with respect to 1,844,074 shares of Class A Stock, representing 9.8% of the outstanding shares of Class A Stock at that time. The address for FMR Corp. is 82 Devonshire Street, Boston, Massachusetts 02109. |
(3) | Dimensional Fund Advisors reported as of February 6, 2006 sole voting and dispositive power with respect to 1,603,301 shares of Class A Stock, representing 8.5% of the outstanding shares of Class A Stock at that time. The address for Dimensional Fund Advisors Inc. is 1299 Ocean Avenue, 11th Floor, Santa Monica, California 90401. |
(4) | Marathon Asset Management, LLC reported as of February 14, 2006 sole voting and dispositive power with respect to 856,524 shares of Class A Stock, representing 4.6% of the outstanding shares of Class A |
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Stock at that time. The address for Marathon Asset Management, LLC is 461 Fifth Avenue 10th Floor, New York, NY 10017. |
(5) | Barclays Global Investors, N.A. reported as of January 26, 2006 sole voting power with respect to 1,567,032 shares of Class A Stock and dispositive power with respect to 1,627,350 shares of Class A Stock, representing 8.7% of the outstanding shares of Class A Stock at that time. The address for Barclays Global Investors, N.A. is 45 Fremont Street, San Francisco, California 94105. |
(6) | Tontine Capital Partners, L.P. reported as of February 15, 2006 shared voting and dispositive power with respect to 1,032,622 shares of Class A Stock, representing 5.5% of the outstanding shares of Class A Stock at that time. The address for Tontine Capital Partners, L.P. is 55 Railroad Avenue, 3rd Floor, Greenwich, Connecticut 06830. |
(7) | SG Americas Securities, LLC reported as of February 13, 2006 shared voting and dispositive power with respect to 1,188,056 shares of Class A Stock, representing 6.3% of the outstanding shares of Class A Stock at that time. The address for SG Americas Securities, LLC is 1221 Avenue of the Americas, New York, New York 10020. |
Long-Term | |||||||||||||||||||||||||
Annual Compensation | Compensation | ||||||||||||||||||||||||
Other Annual | Options | All Other | |||||||||||||||||||||||
Salary | Bonus | Compensation | Granted | Compensation | |||||||||||||||||||||
Name and Principal Position | Year | ($)(1) | ($)(1) | ($) | (#) | ($)(2) | |||||||||||||||||||
Lawrence A. Denton | 2005 | 800,000 | — | (4) | 250,000 | 8,400 | |||||||||||||||||||
Chairman, President and | 2004 | 735,000 | 404,800 | (4) | 180,000 | 8,890 | |||||||||||||||||||
Chief Executive Officer | 2003 | 673,526 | 1,318,751 | (4) | 250,000 | 8,547 | |||||||||||||||||||
Milton D. Kniss | 2005 | 380,363 | — | (4) | 125,000 | 8,400 | |||||||||||||||||||
Executive Vice President | 2004 | 371,307 | 115,478 | (4) | 80,000 | 9,490 | |||||||||||||||||||
2003 | 356,125 | 271,688 | (4) | 25,000 | 9,290 | ||||||||||||||||||||
Jurgen von Heyden | 2005 | 442,620 | — | (4) | 125,000 | — | |||||||||||||||||||
Vice President | 2004 | 485,453 | 135,670 | (4) | 80,000 | — | |||||||||||||||||||
2003 | 395,275 | 276,106 | (4) | 25,000 | — | ||||||||||||||||||||
John J. Knappenberger | 2005 | 281,885 | — | (4) | 125,000 | 8,400 | |||||||||||||||||||
Vice President | 2004 | 278,448 | 77,800 | (4) | 80,000 | 9,490 | |||||||||||||||||||
2003 | 271,005 | 189,757 | (4) | 25,000 | 9,290 | ||||||||||||||||||||
Keith R. Marchiando | 2005 | 281,500 | — | (4) | 125,000 | 8,400 | |||||||||||||||||||
Vice President and | 2004 | 184,499 | 41,057 | (4) | 15,000 | 8,200 | |||||||||||||||||||
Chief Financial Officer(5) | 2003 | 128,884 | 97,200 | (4) | 10,000 | — |
(1) | Includes amounts deferred by employees under Dura’s 401(k) employee savings plan, pursuant to Section 401(k) of the Internal Revenue Code. |
(2) | The amounts disclosed in this column include amounts contributed by Dura to Dura’s 401(k) employees savings plan and profit sharing plan and dollar value of premiums paid by Dura for term life insurance on behalf of the named executive officers. |
(3) | Mr. Denton was appointed President and Chief Executive Officer on January 15, 2003. He was elected Chairman of the Board of Directors on November 18, 2005. |
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(4) | None of the perquisites or other benefits paid to each of the Named Executive Officer exceeded the lesser of $50,000 or 10% of the total annual salary and bonus received by such Named Executive Officers. In determining the reportable perquisites amounts, the value assigned to business usage of company supplied automobiles was excluded. |
(5) | Mr. Marchiando commenced employment with Dura on April 14, 2003. He was appointed Vice President and Chief Financial Officer on March 1, 2005. |
Number of | Potential Realizable Value | |||||||||||||||||||||||
Securities | % of Total | at Assumed Annual Rates | ||||||||||||||||||||||
Underlying | Options | of Stock Price Appreciation | ||||||||||||||||||||||
Options | Granted to | For Option Term (2) | ||||||||||||||||||||||
Granted | Employees in | Exercise Price | Expiration | |||||||||||||||||||||
Name | (1) | Fiscal Year | (Per Share) | Date | 5% | 10% | ||||||||||||||||||
L.A. Denton | 250,000 | 16.7 | % | $ | 3.70 | 5/18/15 | $ | 581,728 | $ | 1,474,212 | ||||||||||||||
J. von Heyden | 125,000 | 8.3 | % | 3.70 | 5/18/15 | $ | 290,864 | $ | 737,106 | |||||||||||||||
M.D. Kniss | 125,000 | 8.3 | % | 3.70 | 5/18/15 | $ | 290,864 | $ | 737,106 | |||||||||||||||
J.J. Knappenberger | 125,000 | 8.3 | % | 3.70 | 5/18/15 | $ | 290,864 | $ | 737,106 | |||||||||||||||
K. R. Marchiando | 125,000 | 8.3 | % | 3.70 | 5/18/15 | $ | 290,864 | $ | 737,106 |
(1) | These options are fully vested as of October 26, 2005 by action of the Compensation Committee. |
(2) | Amounts reflect certain assumed rates of appreciation set forth in the executive compensation disclosure rules of the SEC. Actual gains, if any, on stock option exercises depend on future performance of Dura’s Class A Stock and overall stock market conditions. No assurances can be made that the amounts reflected in these columns will be achieved. |
Number of Securities | Value of Unexercised | |||||||||||||||
Underlying Unexercised | In-the-Money | |||||||||||||||
Options at Year-End (#)(1) | Options at Year-End ($) (2) | |||||||||||||||
Name | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||
L.A. Denton | 680,000 | — | — | — | ||||||||||||
J. von Heyden | 315,060 | — | — | — | ||||||||||||
M.D. Kniss | 392,500 | — | — | — | ||||||||||||
J.J. Knappenberger | 424,873 | — | — | — | ||||||||||||
K.R. Marchiando | 150,000 | — | — | — |
(1) | Allout-of-the-money options became fully vested on October 26, 2005 by action of the Compensation Committee. |
(2) | In accordance with the SEC’s rules, values are based on the difference between the closing bid price of Dura’s Class A Stock on December 31, 2005 of $2.24 and the exercise prices of the options. |
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Benefits Based Upon Years of Service At | ||||||||||||||||||||
Final Average | Normal Retirement Age (2) (3) | |||||||||||||||||||
Annual | ||||||||||||||||||||
Compensation (1) | 15 | 20 | 25 | 30 | 35 | |||||||||||||||
$125,000 | $ | 14,063 | $ | 18,750 | $ | 23,438 | $ | 28,125 | $ | 32,813 | ||||||||||
$150,000 | 16,875 | 22,500 | 28,125 | 33,750 | 39,375 | |||||||||||||||
$175,000 | 19,688 | 26,250 | 32,813 | 39,375 | 45,938 | |||||||||||||||
$200,000 | 22,500 | 30,000 | 37,500 | 45,000 | 52,500 | |||||||||||||||
$225,000 | 25,313 | 33,750 | 42,188 | 50,625 | 59,063 | |||||||||||||||
$250,000 | 28,125 | 37,500 | 46,875 | 56,250 | 65,625 | |||||||||||||||
$300,000 | 33,750 | 45,000 | 56,250 | 67,500 | 78,750 | |||||||||||||||
$400,000 | 45,000 | 60,000 | 75,000 | 90,000 | 105,000 | |||||||||||||||
$500,000 | 56,250 | 75,000 | 93,750 | 112,500 | 131,250 | |||||||||||||||
$600,000 | 67,500 | 90,000 | 112,500 | 135,000 | 157,500 | |||||||||||||||
$700,000 | 78,750 | 105,000 | 131,250 | 157,500 | 183,750 | |||||||||||||||
$800,000 | 90,000 | 120,000 | 150,000 | 180,000 | 210,000 | |||||||||||||||
$900,000 | 101,250 | 135,000 | 168,750 | 202,500 | 236,250 | |||||||||||||||
$1,000,000 | 112,500 | 150,000 | 187,500 | 225,000 | 262,500 |
(1) | Final average annual compensation is the average of a participant’s compensation for the three calendar years of employment, selected from the last five calendar years of employment, which produce the highest average. “Compensation” includes salary and bonus payments as referenced in the Summary Compensation Table, amounts deferred under a salary reduction agreement, and bonus payments deferred into the Company’s Deferred Income Leadership Stock Purchase Plan. |
(2) | The Named Executive Officers have credited years of service under the SERP as of December 31, 2005 as follows: L.A. Denton — 6.0 years; M.D. Kniss — 24.8 years; J.J. Knappenberger — 10.1 years; and K.R. Marchiando — 2.7 years. Mr. von Heyden is not a participant in the SERP. |
(3) | Benefits shown in the table are computed as a straight life annuity (with a10-year certain term) beginning at age 65 and are not subject to any deduction for social security benefits or other offset amounts. |
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General Executive Officer Compensation Policies |
Salary and Bonus |
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Long-Term Equity Incentives |
Chief Executive Officer Compensation |
Compensation Committee: | |
Jack K. Edwards (Chairman) | |
Yousif B. Ghafari | |
Walter P. Czarnecki |
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1. ADP Investor Communication Services (“ADP”), if your shares are held in an account at a brokerage firm or bank, at1-800-542-1061. Please have your proxy card in hand in order to access your account and follow the automated instructions. You can also contact ADP in writing at ADP-ICS, Attn: Householding Department, 51 Mercedes Way, Edgewood, NY 11717. |
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2. American Stock Transfer & Trust Company (AST), our stock transfer agent, if your shares are directly registered with them, at 1-866-668-6550. Please have your proxy card in hand in order to access your account. |
By order of the Board of Directors, | |
Keith R. Marchiando, Assistant Secretary |
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6FOLD AND DETACH HERE6
This Proxy is solicited by the Board of Directors of
DURA AUTOMOTIVE SYSTEMS, INC.
The undersigned, a stockholder of Dura Automotive Systems, Inc., (the “Company”), hereby appoints Lawrence A. Denton as proxy with the power to appoint his substitute, and hereby authorizes him to represent and to vote, as designated below, all the shares of the Class A Common Stock of the Company held of record by the undersigned on March 23, 2006 at the 2006 Annual Meeting of Stockholders of the Company to be held on May 17, 2006 at 1:00 p.m., Eastern Time, and at any and all adjournments thereof. The Board of Directors recommends a vote FOR the following items:
1. | Election of Directors | |||||||
o | FORall nominees listed (except as written on the line below) | o | WITHHOLD AUTHORITYto vote for all nominees listed below |
Walter P. Czarnecki, Lawrence A. Denton, Jack K. Edwards, James O. Futterknecht, Jr., Yousif B. Ghafari, J. Richard Jones, Nick G. Preda, Ralph R. Whitney, Jr.
(INSTRUCTION: to withhold authority to vote for any individual nominee, write that nominee’s name on the space provided below)
2. | To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Dura. | |||||||
o FOR | o AGAINST | o ABSTAIN | ||||||
3. | In his discretion, to transact any other business that may properly come before the meeting. | |||||||
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6FOLD AND DETACH HERE6
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE ELECTION OF ALL NOMINEES FOR DIRECTOR, “FOR” THE PROPOSAL SET FORTH IN ITEM 2, AND AS THE PROXY DEEMS ADVISABLE ON SUCH OTHER MATTERS AS MAY COME BEFORE THE MEETING.
Dated: | ||||
Signature | ||||
Please sign exactly as name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person. |