Schedule 14A Information
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of
1934 (Amendment No. ____)
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Check the appropriate box:
[ ] Preliminary Proxy Statement
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Rule 14a-6(e)(2))
[X ] Definitive Proxy Statement
[ ] Definitive additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
Gibraltar Steel Corporation
(Name of Registrant as specified in its character)
_____________________________
(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
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(2)Aggregate number of securities to which transaction applies:
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(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:_______
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[ ] 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.
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(4)Date Filed:___________________
GIBRALTAR STEEL CORPORATION
3556 Lake Shore Road
P.O. Box 2028
Buffalo, New York 14219-0228
____________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD May 20, 1997
____________________________________________________
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Gibraltar Steel Corporation, a Delaware corporation (the "Company"),
will be held at the Company's offices, 3556 Lake Shore Road, Buffalo,
New York, on May 20, 1997, at 10:00 a.m., local time, for the
following purposes:
1. To elect one Class III Director to hold office until the 2000
Annual Meeting and until a successor has been elected and qualified.
2. To take action upon and transact such other business as may be
properly brought before the meeting or any adjournment or adjournments
thereof.
The Board of Directors has fixed the close of business on March 25,
1997, as the record date for the determination of stockholders
entitled to receive notice of and to vote at the Annual Meeting.
Stockholders who do not expect to attend the meeting in person are
urged to vote, sign and date the enclosed proxy and return it promptly
in the envelope enclosed for that purpose.
WALTER T. ERAZMUS
Secretary
Dated: April 11, 1997
GIBRALTAR STEEL CORPORATION
3556 Lake Shore Road
P.O. Box 2028
Buffalo, New York 14219-0228
_________________________________________________
PROXY STATEMENT
_________________________________________________
This Proxy Statement and the accompanying form of proxy are being
furnished in connection with the solicitation, by the Board of
Directors of Gibraltar Steel Corporation, a Delaware corporation (the
"Company"), of proxies to be voted at the Annual Meeting of
Stockholders to be held at the Company's offices, 3556 Lake Shore
Road, Buffalo, New York, on May 20, 1997, at 10:00 a.m., local time,
and at any adjournment or adjournments thereof. The close of business
on March 25, 1997, has been fixed as the record date for the
determination of stockholders entitled to receive notice of and to
vote at the meeting. At the close of business on March 25, 1997, the
Company had outstanding 12,324,900 shares of common stock, $.01 par
value per share ("Common Stock"), the holders of which are entitled to
one vote per share on each matter properly brought before the Annual
Meeting.
The cost of solicitation of proxies in the accompanying form will be
borne by the Company, including expenses in connection with preparing
and mailing this Proxy Statement. In addition to the use of the
mails, proxies may be solicited by personal interviews and telephone
by Directors, officers and employees of the Company. Arrangements
will be made with brokerage houses, banks and other custodians,
nominees and fiduciaries for the forwarding of solicitation material
to the beneficial owners of Common Stock, and the Company will
reimburse them for reasonable out-of-pocket expenses incurred by them
in connection therewith.
The shares represented by all valid proxies in the enclosed form
will be voted if received in time for the Annual Meeting in accordance
with the specifications, if any, made on the proxy card. If no
specification is made, the proxies will be voted FOR the nominees for
Director named in this Proxy Statement.
The proxy card provides space for a stockholder to withhold voting
for any or all nominees for the Board of Directors or to abstain from
voting for any proposal if the stockholder chooses to do so. Each
nominee for election as a Director requires a plurality of the votes
cast in order to be elected. A plurality means that the nominees with
the largest number of votes are elected as Directors up to the maximum
number of Directors to be elected at the Annual Meeting.
The execution of a proxy will not affect a stockholder's right to
attend the Annual Meeting and to vote in person. A stockholder who
executes a proxy may revoke it at any time before it is exercised by
giving written notice to the Secretary, by appearing at the Annual
Meeting and so stating, or by submitting another duly executed proxy
bearing a later date.
The date of this Proxy Statement is the approximate date on which
the Proxy Statement and form of proxy were first sent or given to
stockholders.
PROPOSAL 1
ELECTION OF DIRECTORS
The Certificate of Incorporation of the Company provides that the
Board of Directors shall consist of not less than three nor more than
fifteen Directors who shall be divided into three classes, with the
term of one class expiring each year. The number of Directors is
fixed at seven, but is presently comprised of only six members:
Brian J. Lipke, Arthur A. Russ, Jr. and William P. Montague, Class I
Directors whose terms expire in 1999; Neil E. Lipke and Gerald S.
Lippes, Class II Directors whose terms expire in 1998; and David N.
Campbell, Class III Director whose term expires in 1997. Curtis W.
Lipke, a Class III Director whose term would have expired in 1997,
resigned as an executive officer and director of the Company as of
January 1, 1997. The Company has not decided if it will fill the
vacancy on the Board of Directors caused by Mr. Lipke's resignation
or, in the alternative, if it will reduce the number of Directors from
seven to six. At the Annual Meeting of Stockholders in 1997, one
Class III Director shall
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be elected to hold office for a term expiring
in 2000. David N. Campbell has been nominated by the Board of
Directors for election as such Class III Director. The Class III
Director will be elected by a plurality of the votes cast at the
meeting.
Unless instructions to the contrary are received, it is intended
that the shares represented by proxies will be voted for the election
as Director of David N. Campbell, who is presently a Director. Mr.
Campbell has been a Director of the Company since the consummation of
the Company's initial public offering in November 1993 and has been
previously elected by the Company's stockholders. If Mr. Campbell
should become unavailable for election for any reason, it is intended
that the shares represented by the proxies solicited herewith will be
voted for such other person as the Board of Directors shall designate.
The Board of Directors has no reason to believe that Mr. Campbell will
be unable or unwilling to serve if elected to office.
The following information is provided concerning the Directors and
the nominee for election as Class III Director:
Brian J. Lipke has been Chairman of the Board, President and Chief
Executive Officer and a Director since its formation. He has been
President and Chief Executive Officer of Gibraltar Steel Corporation
of New York ("Gibraltar New York"), a predecessor and current
subsidiary of the Company, since 1987, and has been in charge of the
Company's other subsidiaries since their formation. From 1972 to
1987, Mr. Lipke held various positions with Gibraltar New York in
production, purchasing and divisional management. He is a director of
C. H. Heist Corporation and Dunlop Tire Corporation and is a member of
the Chase Manhattan Bank Regional Advisory Board.
Neil E. Lipke has been Executive Vice President - Marketing and a
Director of the Company since its formation. He has been Executive
Vice President of Gibraltar New York since 1988 and has been employed
by Gibraltar New York since 1973 in various production, sales and
marketing capacities.
Gerald S. Lippes has served as a Director of the Company since its
formation. He has been engaged in the private practice of law since
1965 and is a partner of the firm of Lippes, Silverstein, Mathias &
Wexler LLP, Buffalo, New York. Mr. Lippes is also a director of Mark
IV Industries, Inc.
Arthur A. Russ, Jr. has served as a Director of the Company since
its formation. He has been engaged in the private practice of law
since 1969 and is a member of the firm of Albrecht, Maguire, Heffern &
Gregg, P.C., Buffalo, New York.
David N. Campbell has served as a Director of the Company since the
consummation of the Company's initial public offering. Since July
1995 Mr. Campbell has served as President of BBN Systems &
Technologies, a networking technology company based in Cambridge,
Massachusetts. From November 1994 to July 1995, he served as Chairman
of the Board of Dunlop Tire Corporation and, prior thereto, from March
1984 until September 1994 he served as Chairman of the Board and Chief
Executive Officer of Computer Task Group, Incorporated. Mr. Campbell
is also a director of National Fuel Gas Company and an advisory
director of First Empire State Corporation.
William P. Montague has served as a Director of the Company since
the consummation of the Company's initial public offering. He served
as Executive Vice President and Chief Financial Officer of Mark IV
Industries, Inc. from 1986 to February 1996 and, since March 1, 1996,
as President of said company. He is also a member of the Chase
Manhattan Bank Regional Advisory Board and a director of International
Imaging Materials, Inc.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
During the fiscal year ended December 31, 1996, the Board of
Directors held five meetings. Each Director attended at least 75% of
the aggregate number of meetings of the Board of Directors and
meetings held by all committees of the Board of Directors on which he
served.
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Audit Committee
The Board of Directors has a standing Audit Committee comprised of
Messrs. Lippes, Russ and Campbell. The duties of the Audit Committee
consist of reviewing with the Company's independent auditors and its
management, the scope and results of the annual audit and other
services provided by the Company's independent auditors. The Audit
Committee held two meetings in fiscal 1996.
Compensation Committee
The Compensation Committee, which consists of Messrs. Lippes and
Montague, held three meetings in 1996. The Compensation Committee
makes recommendations concerning salaries and incentive compensation
for employees of and consultants to the Company.
Other Committees
The Board of Directors does not have a standing executive or
nominating committee.
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
Directors and Executive Officers
The following table sets forth certain information regarding the
Directors and executive officers of the Company:
Name Age Position(s) Held
Brian J. Lipke(A) 45 Chairman of the Board, President and
Chief Executive Officer
Neil E. Lipke(A) 39 Executive Vice President and Director
Walter T. Erazmus 49 Executive Vice President - Finance,
Chief Financial Officer, Secretary
and Treasurer
Joseph A. Rosenecker 52 Executive Vice President - Commercial
Carl P. Spezio 51 Executive Vice President -
Manufacturing
Eric R. Lipke(A) 37 Vice President -Transportation
Joseph W. Wark 66 Vice President - Automotive Sales
Gerald S. Lippes 57 Director
David N. Campbell 55 Director
William P. Montague 50 Director
Arthur A. Russ, Jr. 54 Director
____________________________________
(A)Brian J. Lipke, Neil E. Lipke and Eric R. Lipke are brothers.
Recent business experience of the Directors is set forth above under
"Election of Directors." Recent business experience of the executive
officers who are not also Directors is as follows:
Walter T. Erazmus has been Executive Vice President - Finance of the
Company and Chief Financial Officer of the Company since November 1994
and of Gibraltar New York since 1977 and has served as Secretary and
Treasurer of the Company since its formation. He was Vice President -
Finance of the Company and Chief Financial Officer of the Company from
its formation until November 1994.
Joseph A. Rosenecker has been Executive Vice President - Commercial
of the Company since November 1994. He served as Vice President -
Sales of the Company from its formation until November 1994 and has
been the director of Gibraltar New York's cold-rolled strip operations
since 1989. He was President of Gibraltar New York's strip and
strapping divisions from 1978 to 1989.
Carl P. Spezio has been Executive Vice President - Manufacturing
since November 1994. Prior thereto, he was Vice President -
Manufacturing and Quality Control of the Company since its formation.
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He has been the director of Gibraltar New York's metal processing
operations since 1989. He was President of the Gibraltar Metals
Division of Gibraltar New York from 1977 to 1989.
Joseph W. Wark has been Vice President - Automotive Sales of the
Company since its formation and has been in charge of automotive sales
for Gibraltar New York since 1986.
Eric R. Lipke has been Vice President - Transportation of the
Company since its formation. Mr. Lipke has held various positions
with Gibraltar New York since 1976 primarily in the areas of
administration and executive support.
COMPENSATION OF EXECUTIVE OFFICERS
The following summary compensation table sets forth all compensation
earned by the Company's Chief Executive Officer, and each of the
Company's other four most highly compensated executive officers, for
the Company's fiscal years ended December 31, 1994, 1995 and 1996.
SUMMARY COMPENSATION TABLE
Long-Term
Other Compen- All
Annual sation Other
Name and Fiscal Compen- Awards Compen-
Principal Position Year Salary Bonus sation Options sation(A)
Brian J. Lipke, 1996 $ 248,558 $ 211,000 --- --- $ 82,974
Chairman of the Board, 1995 215,000 140,000 --- --- 3,844
President and Chief 1994 204,750 110,000 --- 15,000(B) 8,154
Executive Officer
Joseph A. Rosenecker, 1996 142,000 341,419 --- 15,000(C) 11,164
Executive Vice-Presi- 1995 153,000 215,620 --- 12,500(C) 9,524
dent - Commercial 1994 153,000 207,605 --- 10,000(C) 10,208
Neil E. Lipke 1996 209,250 183,000 --- --- 75,635
Executive Vice Presi- 1995 183,474 115,000 --- --- 7,186
dent and Director 1994 140,000 85,000 --- 10,000(B) 8,016
Joseph W. Wark, 1996 181,731 190,348 --- 15,000(C) 9,440
Vice President - 1995 175,000 171,174 --- --- 7,938
Automotive Sales 1994 177,692 124,428(D) --- 10,000(C) 9,934
Walter T. Erazmus, 1996 168,173 172,000 --- 15,000(C) 10,314
Executive Vice Presi- 1995 152,548 130,000 --- 12,500(C) 8,069
dent - Finance, 1994 141,025 85,000 --- 10,000(C) 9,350
Secretary and Treasurer
_______________________________
(A) Composed of: (a) the allocation in 1996 of contributions made
pursuant to the Gibraltar Steel Corporation of New York Profit Sharing
Plan in the amount of $4,690 to the account of each of Messrs. Brian
J. Lipke, Rosenecker, Neil E. Lipke, Wark and Erazmus; (b) the
matching contributions made by the Company in 1996 pursuant to the
Gibraltar Steel Corporation of New York 401(k) Retirement Savings Plan
to Messrs. Brian J. Lipke, Rosenecker, Neil E. Lipke, Wark and Erazmus
in the amount of $ -0-, $4,750, $4,750, $4,750 and $4,750,
respectively; (c) the payment in 1996 of insurance premiums paid with
respect to term life insurance policies provided for Messrs. Brian
J. Lipke, Rosenecker, Neil E. Lipke, Wark and Erazmus in the amount of
$590, $1,724, $ -0-, $ -0- and $874, respectively; and (d) payment
made by the Company pursuant to a Tax Indemnification Agreement dated
as of November 5, 1993 between the Company and its pre-public offering
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shareholders to Brian J. Lipke and Neil E. Lipke in the amount of
$77,694 and $66,195, respectively.
(B) Represents options issued to Messrs. Brian J. Lipke and Neil E.
Lipke pursuant to the Gibraltar Steel Corporation Non-Qualified Stock
Option Plan (the "Non-Qualified Plan").
(C) Represents options granted to Messrs. Rosenecker, Wark and Erazmus
pursuant to the Gibraltar Steel Corporation Incentive Stock Option
Plan (the "Incentive Plan").
(D) Includes sales commissions paid to Mr. Wark in the sum of $115,428
in 1994.
Options Granted in Last Fiscal Year
The following table contains information concerning the grant of
stock options to the named executives in 1996. The exercise price of
all such options is equal to the market value of Common Stock on the
date of the grant.
Percent of Potential Realizable
Total Options Value at Assumed
Granted to Exercise Annual Rates of Stock
Name and Employees in Price Price Appreciation
Principal Option Fiscal Per Expiration For Option Term
Position Grants(A) Year Share Date 5%(B) 10%(C)
Brian J. Lipke,
Chairman of the
Board, President
and Chief
Executive Officer --- --- --- --- --- ---
Joseph A. Rosenecker,
Executive Vice
President -
Commercial 15,000 8.63% $16.75 7/7/06 $ 158,010 $ 400,428
Joseph W. Wark,
Vice-President
Automotive Sales 15,000 8.63% $16.75 7/7/06 158,010 400,428
Neil E. Lipke,
Executive Vice
President and
Director --- --- --- --- --- ---
Walter T. Erazmus,
Executive Vice Presi-
dent - Finance,
Secretary and
Treasurer 15,000 8.63% $16.75 7/7/06 158,010 400,428
_________________________________
(A)Options granted pursuant to the Incentive Plan and the Non-
Qualified Plan become exercisable in cumulative annual increments of
25% beginning one year from the date of grant; however, in the event
of certain extraordinary transactions, including a change of control
of the Company, the vesting of such options would automatically
accelerate.
(B)Represents the potential appreciation of the options, determined by
assuming an annual compounded rate of appreciation of 5% per year over
the ten-year term of the grants, as prescribed by the rules. The
amount set forth above is not intended to forecast future
appreciation, if any, of the stock price. There can be no assurance
that the appreciation reflected in this table will be achieved.
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(C)Represents the potential appreciation of the options, determined by
assuming an annual compounded rate of appreciation of 10% per year
over the ten-year term of the grant. The amounts set forth above are
not intended to forecast future appreciation, if any, of the stock
price. There can be no assurance that the appreciation reflected in
this table will be achieved.
Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End
Option Values
The following table sets forth information with respect to the named
executives concerning the exercise of options during 1996 and
unexercised options held at the end of 1996.
Value of
Number of Unexercised in the
Unexercised Options Money Options
At Fiscal Year End At Fiscal Year End(A)
Shares
Acquired Value
On Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
Brian J. Lipke,
Chairman of the
Board, President
and Chief
Executive Officer --- --- 7,500 7,500 $ 121,875 $ 121,875
Joseph A. Rosenecker,
Executive Vice
President -
Commercial Sales 21,250 $ 238,906 15,000 38,750 231,250 509,688
Neil E. Lipke,
Executive Vice
President and
Director --- --- 5,000 5,000 81,250 81,250
Joseph W. Wark,
Vice President -
Automotive Sales 21,250 238,906 2,500 26,250 40,625 319,063
Walter T. Erazmus,
Executive Vice Presi-
dent - Finance,
Secretary and
Treasurer 21,250 238,906 15,000 38,750 231,250 509,688
________________________________
(A)Represents the difference between $26.25, the closing market value
of Common Stock as of December 31, 1996, and the exercise price of
such options.
EMPLOYMENT AGREEMENT
Pursuant to an Employment Agreement effective as of November 1, 1993
between the Company and Brian J. Lipke (the "Employment Agreement"),
Mr. Lipke will serve as Chairman of the Board, President and Chief
Executive Officer of the Company at an annual base salary of $195,000,
subject to annual adjustment as determined by the Compensation
Committee in its discretion. In addition to his base salary, Mr.
Lipke will be eligible to participate in the Company's bonus
compensation plans and other employee benefit plans available to the
Company's executive officers. The Employment Agreement has an initial
term of five years, which automatically is extended for an additional
one-year period on each anniversary date, unless either party gives
notice of intent to terminate.
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The Employment Agreement provides that if the Company terminates Mr.
Lipke without cause, he shall be entitled to receive a lump sum
benefit equal to 2 1/2 times his total cash compensation for the 12-
month period immediately preceding the date of his termination.
The Employment Agreement further provides for severance benefits
upon a change in control of the Company. Events that trigger a
"change in control" under the Employment Agreement include (i) certain
consolidations or mergers, (ii) certain sales or transfers of
substantially all of the Company's assets, (iii) the approval of the
Company's shareholders of a plan of dissolution or liquidation of the
Company, (iv) the acquisition of 20% or more of the Company's
outstanding common stock by certain persons (other than the Company's
executive officers and directors, whether individually or as a group)
and (v) certain changes in the membership of the Company's Board of
Directors. If Mr. Lipke's employment is terminated within three years
of a change in control, he may be entitled to receive a lump sum
severance payment equal to $100 less than three times the average of
his total cash compensation during the three-year period immediately
preceding his termination, plus medical, disability and life insurance
benefits for the rest of his life. The payments and benefits
otherwise would not constitute parachute payments that would be
subject to excise tax payments or corporate deduction disallowance
under the Internal Revenue Code of 1986, as amended. In addition,
upon a termination of Mr. Lipke's employment other than by the Company
for cause and other than voluntarily by Mr. Lipke, if he becomes
entitled to receive benefits under any of the Company's tax-qualified
retirement plans (the "Plans"), he will be entitled to receive from
the general assets of the Company an additional benefit computed as if
the Plans were not subject to any applicable limits imposed on such
plans by the Code or the Employee Retirement Income Security Act of
1974, as amended.
If Mr. Lipke dies during the term of the Employment Agreement, in
addition to any death benefits payable under life insurance maintained
by the Company and any death benefits payable under the Company's
employee benefit plans, the Company will pay to the estate of Mr.
Lipke a death benefit equal to 50% of his annual base salary plus an
amount equal to all bonuses he would have received through the end of
the then current fiscal year. If he becomes permanently disabled,
Mr. Lipke will be entitled to receive from the Company annual benefits
equal to his base salary, subject to a cap of $200,000 (adjusted for
cost of living increases), less amounts received under any pension,
profit sharing or disability plan or insurance policy.
In the event Mr. Lipke's employment with the Company is terminated
other than for cause, the Company will continue to provide medical,
disability and life insurance benefits to Mr. Lipke for life, subject
to reduction to the extent he receives such benefits from other
sources.
Mr. Lipke has agreed in the Employment Agreement that, in the event
he terminates his employment other than following a change in control,
he will not, for a period of one year after the date of termination,
participate in any "competitive operation," as defined in the
Employment Agreement.
In 1996, none of the executive officers of the Company served on the
compensation committee or on any other committee of the board of
directors performing similar functions of any other entity, any of
whose officers or directors served on the Company's Board of Directors
or Compensation Committee.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's Executive Compensation Program is designed to attract
and retain top quality executives and to provide them with both an
incentive and a reward for superior performance. The program includes
three principal components - base salary, annual profit-based bonus
opportunities and long-term incentives. Beginning in fiscal 1994, the
program was administered by the Compensation Committee of the Board of
Directors. Members of the Compensation Committee are outside
directors who are not employees of the Company.
Compensation Philosophy
The primary philosophy of the Company's Executive Compensation
Program is to align the financial interest of its executive officers
with those of the Company and its stockholders by basing a significant
portion of each executive officer's compensation upon his individual
-7-
performance and the Company's financial performance and by encouraging
executive officers to own Company stock through participation in
various stock option and other benefit plans.
The Compensation Committee is responsible for making annual
adjustments to the base salary of Mr. Lipke, allocating bonuses to the
executive officers under the Company's Incentive Bonus Plan and
granting options to eligible participants, including executive
officers, under the Company's Incentive Stock Option Plan and Non-
Qualified Stock Option Plan. The annual base salaries of the other
executive officers of the Company are determined by Mr. Lipke. The
Compensation Committee utilizes industry surveys and executive
compensation reports as guidelines for the reasonableness of the
compensation paid to the Companies' executive officers, but individual
performance and the Company's financial performance are the
determining factors in individual compensation decisions.
Annual Base Salary
The annual base salary of Mr. Lipke is established by his employment
agreement, subject to annual adjustments determined in the discretion
of the Compensation Committee. For 1997, the Compensation Committee
has fixed Mr. Lipke's base salary at $265,000.
Executive Incentive Bonus Plan
The Company's Executive Incentive Bonus Plan was adopted to provide
its executive officers with a quarterly incentive compensation
program. This plan provides for a quarterly bonus pool in an amount
equal to the lesser of (i) 60% of the aggregate base compensation of
the participating executive officers or (ii) l5% of the Company's net
income before taxes and any incentive bonuses for the quarter on which
the bonuses are based. This bonus pool is then adjusted as follows:
50% of the bonus pool is available for bonus allocations regardless of
the Company's performance; 25% is available only if the Company
satisfied its operating profit goal for the quarter as established by
the Board of Directors; and 25% is available only if the Company
satisfies its return and equity goal for the quarter as established by
the Board of Directors. Within these parameters, the Compensation
Committee determines the amount to be paid to each executive officer,
considering such factors as the officer's performance during the
quarter and the Company's overall financial performance during the
quarter. These factors vary by individual and do not include
quantifiable objectives. However, there is no formal weighing of the
various factors and the final determination of each executive
officer's bonus is based upon the recommendation of the person to whom
such executive officer reports, with final approval by the
Compensation Committee.
Bonuses paid under the Company's Executive Incentive Bonus Plan for
1996 reflect the Company's attainment of its operating profit goal and
return on equity goal for each quarter.
Stock Options
The Compensation Committee administers both the Company's Incentive
Stock Option Plan and Non-Qualified Stock Option Plan. In 1996, stock
options were granted by the Compensation Committee under the Incentive
Stock Option Plan to key management employees of the Company,
including executive officers. All of the options granted in 1996 had
an exercise price of not less than 100% of the fair market value of
the underlying stock on the date of grant. The value of the options
granted is wholly dependent on the increase in value of the Company's
common stock, which serves as an incentive to the executive officers
to maximize their efforts to promote the economic performance of the
Company. All of the options granted in 1996 are exercisable over a
four year period at the rate of 25% per year commencing one year from
the date of grant. Accordingly, an executive officer must remain with
the Company for at least four years in order to enjoy the full
economic benefit of the options awarded. The number of options
awarded to a particular executive officer is directly related to his
responsibilities and his individual performance.
Compensation For the Chief Executive Officer
Mr. Lipke participates in the same compensation programs provided to
the Company's other executive officers. The Compensation Committee
awarded Mr. Lipke a bonus under the Company's Executive Incentive
Bonus Plan in the sum of $211,000. This award recognizes the
achievement of the Company's operating profit goal and return on
equity goal for each quarter of 1996 and reflects Mr. Lipke's personal
contribution to the Company's overall success.
-8-
Section 162(m) of Internal Revenue Code
Section 162(m) of the Internal Revenue Code, generally disallows a
tax deduction to public companies for compensation in excess of
$l,000,000 paid to a Company's chief executive officer and any one of
the four other most highly paid executive officers during its taxable
year. Qualifying performance-based compensation is not subject to the
deduction limit if certain requirements are met. Based upon the
compensation paid to Mr. Lipke and the Company's other executive
officers in 1996, it does not appear that the Section l62(m)
limitation will have a significant impact on the Company in the near
term. However, the Compensation Committee plans to review this matter
periodically and to take such actions as are necessary to comply with
the new statute to avoid non-deductible compensation payments.
COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS OF
GIBRALTAR STEEL CORPORATION
Gerald S. Lippes
William P. Montague
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PERFORMANCE GRAPH
The Performance Graph shown below compares the cumulative total
shareholder return on Common Stock, based on the market price of the
Common Stock, with the total return of the S&P MidCap 400 Index and
the S&P Steel Index. The comparison of total return assumes that a
fixed investment of $100 was invested on November 4, 1993 (the
effective date of the Company's initial public offering) in Common
Stock and in each of the foregoing indices and further assumes the
reinvestment of dividends. The stock price performance shown on the
graph is not necessarily indicative of future price performance.
11/4/93 12/93 12/94 12/95 12/96
Gibraltar Steel 100 132 98 110 239
S&P MidCap 400 100 106 102 133 159
S&P Steel 100 108 105 97 87
Values with the exception of 11/4/93 are presented as of December 31
of each year.
-10-
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee is composed of Gerald S. Lippes and
William P. Montague, each an outside director of the Company. Neither
Mr. Lippes nor Mr. Montague was, during 1996 or prior thereto, an
officer or employee of the Company or any of its subsidiaries. In
1996, none of the executive officers of the Company or members of the
Compensation Committee served on the compensation committee or on any
other committee of the board of directors performing similar functions
of any other entity, any of whose officers or directors served on the
Company's Board of Directors or Compensation Committee.
Gerald S. Lippes is a partner of Lippes, Silverstein, Mathias &
Wexler LLP. During 1996 such firm provided legal services to the
Company.
COMPENSATION OF DIRECTORS
All Directors other than Directors who are employees of the Company
receive a retainer of $12,000 per year. In addition, each such
director also receives a fee of $1,000 for each Board of Directors or
committee meeting attended and is reimbursed for any reasonable
expenses incurred in attending such meetings.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's Directors and executive officers, and any
persons who own more than 10% of a registered class of the Company's
equity securities, to file equity securities of the Company and other
reports of initial ownership of Common Stock and subsequent changes in
that ownership with the Securities and Exchange Commission and to
furnish the Company with copies of all forms they file pursuant to
Section 16(a).
To the Company's knowledge, based solely upon a review of the copies
of such reports furnished to the Company and written representations
that no other reports were required, the Company believes that during
the year ended December 31, 1996 all Section 16(a) filing requirements
applicable to its officers, Directors and greater than 10% beneficial
owners were complied with.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of February 28, 1997
(except as otherwise noted) with respect to all stockholders known by
the Company to be the beneficial owners of more than 5% of its
outstanding Common Stock, each Director, each Executive Officer named
in the Summary Compensation table above and all Executive Officers and
Directors as a group.
Name Number of Shares(A) Percent of Class
Brian J. Lipke(B)(C) 1,107,848 8.85%
Neil E. Lipke(B)(D) 1,103,148 8.81
Meredith A. Lipke-de Blok(B)(E) 1,084,303 8.66
Eric R. Lipke(B)(F) 1,074,848 8.59
Curtis W. Lipke(B)(G) 942,103 7.53
Patricia K. Lipke(B)(H) 840,885 6.72
Gerald S. Lippes(I) 74,580 *
700 Guaranty Building
28 Church Street
Buffalo, New York 14202-3950
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William P. Montague(J) 57,830 *
501 John James Audubon Parkway
P.O. Box 810
Amherst, New York 14226-0810
Arthur A. Russ, Jr.(K) 41,625 *
2100 Main Place Tower
Buffalo, New York 14202
David N. Campbell(L) 21,875 *
10 Moulton Street
Cambridge, Massachusetts 02138
Walter T. Erazmus(B)(M) 20,484 *
Joseph A. Rosenecker(B)(N) 19,422 *
Carl P. Spezio(B)(O) 18,568 *
Joseph W. Wark(B)(P) 2,500 *
All Directors and Executive(Q)(R)
Officers as a Group (12 persons) 4,484,831 35.82%
_________________________________
*Less than 1%.
(A)Unless otherwise indicated in the footnotes, each of the
stockholders named in this table has sole voting and investment power
with respect to the shares shown as beneficially owned by him, except
to the extent that authority is shared by spouses under applicable
law.
(B)The address of each of the executive officers listed in the Summary
Compensation Table, Meredith A. Lipke-de Blok, Carl P. Spezio, Curtis
W. Lipke, Eric R. Lipke and Patricia K. Lipke is 3556 Lake Shore Road,
P.O. Box 2028, Buffalo, New York 14219-0228.
(C)Includes (i) 1,075,948 shares of Common Stock held by two (2)
trusts for the benefit of Brian J. Lipke, (ii) 2,200 shares of Common
Stock held by a trust for the benefit of the daughter of Brian J.
Lipke, (iii) 2,200 shares of Common Stock held in a custodial account
for the benefit of the daughter of Brian J. Lipke and (iv) 7,500
shares of Common Stock issuable under currently exercisable options
pursuant to the Non-Qualified Plan. Excludes 7,500 shares of Common
Stock issuable under options granted to Brian J. Lipke pursuant to the
Non-Qualified Plan which are not exercisable within sixty (60) days.
Also excludes (i) 838,985 shares of Common Stock held by the Trust U/W
of Kenneth E. Lipke f/b/o Patricia K. Lipke (the "Kenneth E. Lipke
Trust"), as to which Brian J. Lipke serves as one of three trustees
and shares voting and investment power and as to which he disclaims
beneficial ownership, (ii) 3,899,182 shares of Common Stock held by a
trust for the benefit of each of Neil E. Lipke, Curtis W. Lipke,
Eric R. Lipke and Meredith A. Lipke-de Blok, as to each of which Brian
J. Lipke serves as one of three trustees and shares voting and
investment power and as to which he disclaims beneficial ownership,
(iii) 30,000 shares of Common Stock held by a trust for the benefit of
Meredith A. Lipke-de Blok, as to which Brian J. Lipke serves as one of
five trustees and shares voting and investment power and as to which
he disclaims beneficial ownership and (iv) 2,200 shares of Common
Stock held by a trust for the benefit of the daughter of Meredith A.
Lipke-de Blok, as to which Brian J. Lipke serves as one of four
trustees and shares voting and investment power and as to which he
disclaims beneficial ownership.
(D)Includes (i) 1,241,523 shares of Common Stock held by a trust for
the benefit of Neil E. Lipke and (ii) 5,000 shares of Common Stock
issuable under currently exercisable options granted to Neil E. Lipke
pursuant to the Non-Qualified Plan. Excludes 5,000 shares of Common
-12-
Stock issuable under options granted to Neil E. Lipke pursuant to the
Non-Qualified Plan which are not exercisable within sixty (60) days.
Also excludes (i) 60,880 shares of Common Stock held by a trust for
the benefit of Brian J. Lipke and 30,000 shares of Common Stock held
by a trust for the benefit of Meredith A. Lipke-de Blok, as to each of
which Neil E. Lipke serves as one of five trustees and shares voting
and investment power and as to which he disclaims beneficial
ownership, (ii) 2,200 shares of Common Stock held by a trust for the
benefit of the daughter of Brian J. Lipke, as to which Neil E. Lipke
serves as one of three trustees and shares voting and investment power
and as to which he disclaims beneficial ownership and 1,300 shares of
Common Stock held by a trust for the benefit of the son of Eric R.
Lipke, as to which Neil E. Lipke serves as one of three trustees and
shares voting and investment power and as to which he disclaims
beneficial ownership.
(E)Includes (i) 1,070,603 shares of Common Stock held by three (3)
trusts for the benefit of Meredith A. Lipke-de Blok, (ii) 4,400 shares
of Common Stock held in a custodial account for the benefit of the
daughter of Meredith A. Lipke-de Blok pursuant to the New York Uniform
Gift to Minors Act and (iii) 2,200 shares of Common Stock held by a
trust for the benefit of the daughter of Meredith A. Lipke-de Blok.
Excludes 60,880 shares of Common Stock held by a trust for the benefit
of Brian J. Lipke, as to which Meredith A. Lipke-de Blok serves as one
of five trustees and shares voting and investment power and as to
which she disclaims beneficial ownership.
(F)Includes (i) 992,568 shares of Common Stock held by a trust for the
benefit of Eric R. Lipke, (ii) 1,300 shares of Common Stock held by a
trust for the benefit of the son of Eric R. Lipke and (iii) 5,000
shares of Common Stock issuable under currently exercisable options
granted to Eric R. Lipke pursuant to the Non-Qualified Plan. Excludes
5,000 shares of Common Stock issuable under options granted to Eric
R. Lipke pursuant to the Non-Qualified Plan which are not exercisable
within sixty (60) days. Also excludes (i) 1,015,068 shares of Common
Stock held a trusts for the benefit of Brian J. Lipke, as to which
Eric R. Lipke serves as one of three trustees and shares voting and
investment power and as to which Eric R. Lipke disclaims beneficial
ownership, (ii) 60,880 shares of Common Stock held by a trust for the
benefit of Brian J. Lipke and 30,000 shares of Common Stock held by a
trust for the benefit of Meredith A. Lipke-de Blok, as to each of
which Eric R. Lipke serves as one of five trustees and shares voting
and investment power and as to which he disclaims beneficial ownership
and (iii) 2,200 shares of Common Stock held by a trust for the benefit
of the daughter of Brian J. Lipke, as to which Eric R. Lipke serves as
one of three trustees and shares voting and investment power and as to
which he disclaims beneficial ownership.
(G)Includes 866,523 shares of Common Stock held by a trust for the
benefit of Curtis W. Lipke and excludes (i) 60,880 shares of Common
Stock held by a trust for the benefit of Brian J. Lipke and 30,000
shares of Common Stock held by a trust for the benefit of Meredith A.
Lipke-de Blok, as to each of which Curtis W. Lipke serves as one of
five trustees and shares voting and investment power and as to which
he disclaims beneficial ownership, (ii) 2,200 shares of Common Stock
held by a trust for the benefit of the daughter of Meredith A. Lipke-
de Blok, as to which Curtis W. Lipke serves as one of four trustees
and shares voting and investment power and as to which he disclaims
beneficial ownership and (iii) 2,200 shares of Common Stock held by a
trust for the benefit of the daughter of Brian J. Lipke, as to which
Curtis W. Lipke serves as one of three trustees and shares voting and
investment power and as to which he disclaims beneficial ownership.
(H)Includes 838,985 shares of Common Stock held by the Kenneth E.
Lipke Trust. Excludes 2,200 shares of Common Stock held by a trust
for the benefit of the daughter of Meredith A. Lipke-de Blok, as to
which Patricia K. Lipke serves as one of four trustees and shares
voting and investment power and as to which she disclaims beneficial
ownership.
(I)Includes 38,125 shares of Common Stock issuable under currently
exercisable options granted to Mr. Lippes pursuant to the Non-
Qualified Plan. Excludes 13,125 shares of Common Stock issuable under
options granted to Mr. Lippes pursuant to the Non-Qualified Plan which
are not exercisable within sixty (60) days.
(J)Includes 19,375 shares of Common Stock issuable under currently
exercisable options granted to Mr. Montague pursuant to the Non-
Qualified Plan. Excludes 6,875 shares of Common Stock issuable under
options granted to Mr. Montague pursuant to the Non-Qualified Plan
which are not exercisable within sixty (60) days.
-13-
(K)Includes (i) 38,125 shares of Common Stock issuable under currently
exercisable options granted to Mr. Russ pursuant to the Non-Qualified
Plan and (ii) an aggregate of 1,500 shares of Common Stock held by
three (3) trusts for the benefit of the Russ' children as to each of
which Mr. Russ serves as a trustee. Excludes 13,125 shares of Common
Stock issuable under options granted to Mr. Russ pursuant to the Non-
Qualified Plan which are not exercisable within sixty (60) days. Also
excludes an aggregate of (i) 4,914,250 shares of Common Stock owned by
a trust for the benefit of each Brian J. Lipke, Neil E. Lipke, Curtis
W. Lipke, Eric R. Lipke and Meredith A. Lipke-de Blok, as to each of
which Mr. Russ serves as one of three trustees and shares voting and
investment power and as to which he disclaims beneficial ownership and
(ii) 838,985 shares of Common Stock held by the Kenneth E. Lipke
Trust, as to which Mr. Russ serves as one of three trustees and shares
voting and investment power and as to which he disclaims beneficial
ownership.
(L)Includes 19,375 shares of Common Stock issuable under currently
exercisable options granted to Mr. Campbell pursuant to the Non-
Qualified Plan. Excludes 6,875 shares of Common Stock issuable under
options granted to Mr. Campbell pursuant to the Non-Qualified Plan
which are not exercisable within sixty (60) days.
(M)Includes (i) 15,000 shares of Common Stock issuable under currently
exercisable options granted to Mr. Erazmus under the Incentive Plan,
(ii) 800 shares of Common Stock held by an Individual Retirement
Account for the benefit of Mr. Erazmus, (iii) 500 shares of Common
Stock held by an Individual Retirement Account for the benefit of the
spouse of Mr. Erazmus and (iv) 1,184 shares of Common Stock allocated
to Mr. Erazmus's self-directed account under the Company's 401(k)
Retirement Savings Plan. Excludes 38,750 shares of Common Stock
issuable under options granted to Mr. Erazmus pursuant to the
Incentive Plan which are not exercisable within sixty (60) days.
(N)Includes 15,000 shares of Common Stock issuable under currently
exercisable options granted to Mr. Rosenecker under the Incentive Plan
and (ii) 1,922 shares of Common Stock allocated to Mr. Rosenecker's
self-directed account under the Company's 401(k) Retirement Savings
Plan. Excludes 38,750 shares of Common Stock issuable under options
granted to Mr. Rosenecker pursuant to the Incentive Plan which are not
exercisable within sixty (60) days.
(O)Includes (i) 15,000 shares of Common Stock issuable under currently
exercisable options granted to Mr. Spezio under the Incentive Plan and
(ii) 1,541 shares of Common Stock allocated to Mr. Spezio's self-
directed account under the Company's 401(k) Retirement Savings Plan.
Excludes 38,750 shares of Common Stock issuable under options granted
to Mr. Spezio pursuant to the Incentive Plan which are not exercisable
within sixty (60) days.
(P)Includes 2,500 shares of Common Stock issuable under currently
exercisable options granted to Mr. Wark under the Incentive Plan.
Excludes 26,250 shares of Common Stock issuable under options granted
to Mr. Wark pursuant to the Incentive Plan which are not exercisable
within sixty (60) days.
(Q)Includes options to purchase an aggregate of 47,500 shares of
Common Stock issuable to certain executive officers under the
Incentive Plan and an aggregate of 132,500 shares of Common Stock
issuable to certain executive officers and directors under the Non-
Qualified Plan, all of which are exercisable within sixty (60) days.
Excludes options to purchase an aggregate of 142,500 shares of Common
Stock issued to certain executive officers under the Incentive Plan
and an aggregate of 57,500 shares of Common Stock issued to certain
executive officers and directors under the Non-Qualified Plan, none of
which are exercisable within sixty (60) days.
(R)Includes the shares beneficially owned by Curtis W. Lipke, who
resigned as an executive officer and director as of January 1, 1997.
Vote Required. The affirmative vote of a plurality of the shares of
Common Stock present, in person or by proxy, is required for the
election of each Director, assuming a quorum is present or represented
at the meeting.
The Board of Directors recommends a vote "FOR" the nominee for Class
III Director.
-14-
OTHER MATTERS
The Company's management does not presently know of any matters to
be presented for consideration at the Annual Meeting other than the
matters described in the Notice of Annual Meeting. However, if other
matters are presented, the accompanying proxy confers upon the person
or persons entitled to vote the shares represented by the proxy,
discretionary authority to vote such shares in respect of any such
other matter in accordance with their best judgment.
OTHER INFORMATION
Price Waterhouse LLP has been selected as the independent auditors
for the Company's current fiscal year and has been the Company's
independent auditors for its most recent year ended December 31, 1996.
Representatives of Price Waterhouse LLP are expected to be present
at the 1997 Annual Meeting of Stockholders and will have the
opportunity to make a statement, if they so desire, and will be
available to respond to appropriate questions.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON WHOSE PROXY
IS SOLICITED, ON THE WRITTEN REQUEST OF SUCH PERSON, A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K, FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1996, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
INCLUDING THE FINANCIAL STATEMENTS AND THE SCHEDULES THERETO. Such
written request should be directed to Gibraltar Steel Corporation,
3556 Lake Shore Road, P.O. Box 2028, Buffalo, New York 14219-0228,
Attention: Walter T. Erazmus. Each such request must set forth a
good faith representation that, as of March 25, 1997, the person
making the request was a beneficial owner of securities entitled to
vote at the Annual Meeting of Stockholders.
STOCKHOLDERS' PROPOSALS
Proposals of stockholders intended to be presented at the 1998
Annual Meeting must be received by the Company by December 12, 1997 to
be considered for inclusion in the Company's Proxy Statement and form
of proxy relating to that meeting.
The accompanying Notice and this Proxy Statement are sent by order
of the Board of Directors.
WALTER T. ERAZMUS
Secretary
Dated: April 11, 1997
______________________________________________________________________
STOCKHOLDERS ARE URGED TO EXECUTE THE ACCOMPANYING PROXY AND RETURN IT
PROMPTLY IN THE ACCOMPANYING ENVELOPE, WHETHER OR NOT THEY EXPECT TO
ATTEND THE MEETING. A STOCKHOLDER MAY NEVERTHELESS VOTE IN PERSON IF
HE DOES NOT ATTEND.
-15
PROXY
GIBRALTAR STEEL CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 20, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints BRIAN J. LIPKE, NEIL E. LIPKE, and
WALTER T. ERAZMUS and each or any of them, attorneys and proxies, with
full power of substitution, to vote at the Annual Meeting of
Stockholders of GIBRALTAR STEEL CORPORATION (the "Company") to be held
at the Company's offices at 3556 Lake Shore Road, Buffalo, New York,
on May 20, 1997 at 10:00 a.m., local time, and any adjournment(s)
thereof revoking all previous proxies, with all powers the undersigned
would possess if present, to act upon the following matters and upon
such other business as may properly come before the meeting or any
adjournment(s) thereof.
ELECTION OF DIRECTORS
For Class III Director - David N. Campbell
[ ] FOR [ ] WITHHOLD AUTHORITY
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE
NOMINEES AND PROPOSALS LISTED ABOVE.
Dated: ________, 1997
______________________________________________
Signature
______________________________________________
Signature if held jointly
Please sign exactly as name appears. When
shares are held by joint tenants, both
should sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as
such. If a corporation, please sign in
full corporate name by President or
other authorized officer. If a
partnership, please sign a partnership
name by authorized person. PLEASE MARK,
SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
