SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of
1934 (Amendment No. ____)
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[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
[X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
_____________________Gibraltar SteelCorporation______________________________
(Name of Registrant as specified in its character)
Payment of filing fee (check the appropriate box):
[X] No fee required
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(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11: __/
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[ ] 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
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GIBRALTAR STEEL CORPORATION
3556 Lake Shore Road
PO Box 2028
Buffalo, New York 14219-0228
____________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD May 18, 1999
____________________________________________________
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 18, 1999, at 10:00 a.m., local time, for
the following purposes:
1. To elect three Class I Directors to hold office
until the 2002 Annual Meeting and until their
successors have 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 23, 1999, 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 12, 1999
GIBRALTAR STEEL CORPORATION
3556 Lake Shore Road
PO 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 18, 1999, at 10:00
a.m., local time, and at any adjournment or adjournments thereof.
The close of business on March 23, 1999, 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 23, 1999, the Company had outstanding
12,511,731 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. Only shares that are voted in
favor of a particular nominee will be counted towards achievement
of a plurality; where a stockholder properly withholds authority
to vote for a particular nominee, such shares will not be counted
towards such nominee's or any other nominee's achievement of
plurality.
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.
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
Board of Directors is presently comprised of 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 2001; and David
N. Campbell, Class III Director whose term expires in 2000. At
the Annual Meeting of Stockholders in 1999, three Class I
Directors shall be elected to hold office for a term expiring in
2002. Brian J. Lipke, Arthur A. Russ, Jr. and William P.
Montague have been nominated by the Board of Directors for
election as such Class I Directors. The Class I Directors 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 of Brian J. Lipke, Arthur A. Russ, Jr. and William
P. Montague as Directors. Each of Messrs. Lipke, Russ and
Montague 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 any of Messrs. Lipke, Russ or Montague 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 or persons as the Board of
Directors shall designate. The Board of Directors has no reason
to believe that any of Messrs. Lipke, Russ or Montague will be
unable or unwilling to serve if elected to office.
The following information is provided concerning the Directors
and the nominees for election as Class I Directors:
Brian J. Lipke has been Chairman of the Board, President and
Chief Executive Officer and a Director of the Company 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 also a director of Merchants Mutual
Insurance Company and is a member of the Chase Manhattan Bank
Regional Advisory Board.
Neil E. Lipke has been Executive Vice President 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. as well as several
other private companies.
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 and its successor, GTE Laboratories and
Technologies. 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 also serves on the
advisory board of First Empire State Corporation.
William P. Montague has served as a Director of the Company
2
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
director of Gleason Corp.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
During the fiscal year ended December 31, 1998, 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.
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 1998.
Compensation Committee
The Compensation Committee, which consists of Messrs. Lippes
and Montague, held two meetings in 1998. 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.
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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(1) 47 Chairman of the Board, President and
Chief Executive Officer
Neil E. Lipke(1) 41 Executive Vice President and Director
Walter T. Erazmus 51 Executive Vice President-Finance, Chief
Financial Officer, Secretary and Treasurer
Joseph A. Rosenecker 54 Executive Vice President - Commercial
Carl P. Spezio 53 Executive Vice President - Manufacturing
Eric R. Lipke(1) 39 Vice President - Transportation
Andrew S. Tsakos 53 Vice President
Gerald S. Lippes 59 Director
David N. Campbell 57 Director
William P. Montague 52 Director
Arthur A. Russ, Jr. 56 Director
____________________________________
(1) 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. 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.
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.
Andrew S. Tsakos has been a Vice President of the Company since
May 1998 and has headed the Company's Construction Products area
since March 1997. Mr. Tsakos has held various positions with
Gibraltar New York since 1970 primarily in the areas of sales,
sales management, purchasing and distribution services.
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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, 1996, 1997 and 1998.
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation Awards
Securities
Name and Other Restricted Underlying
Principal Fiscal Annual Stock Options/ All Other
Position Year Salary Bonus Compensation Awards(1) SARs Compensation(4)
Brian J. Lipke, 1998 $306,538 $253,860 $--- $464,800 $ 50,000(2) $ 1,529
Chairman of 1997 265,000 205,500 --- --- 25,000(3) 6,535
the Board, 1996 248,558 211,000 --- --- --- 82,974
President and
Chief Executive
Officer
Joseph A. Rosenecker 1998 245,769 206,324 --- 116,200 15,000(2) 12,609
Executive 1997 237,000 227,504 --- --- 12,500(2) 9,669
Vice President - 1996 142,000 341,419 --- --- 15,000(2) 11,164
Commercial
Neil E. Lipke, 1998 253,346 191,046 --- 232,400 22,500(2) 4,789
Executive 1997 240,404 161,500 --- --- 20,000(2) 8,526
Vice President 1996 209,250 183,000 --- --- --- 75,635
And Director
Walter T. Erazmus 1998 188,558 241,042 --- 116,200 17,500(2) 11,587
Executive 1997 188,557 169,500 --- --- 15,000(2) 9,408
Vice President - 1996 168,173 172,000 --- --- 15,000(2) 10,314
Finance, Secretary
And Treasurer
Carl P. Spezio, 1998 166,769 230,594 --- 116,200 15,000(2) 11,070
Executive 1997 163,077 162,800 --- --- 12,500(2) 9,060
Vice President - 1996 163,385 165,233 --- --- 15,000(2) 9,762
Marketing
_______________________________
(1) Represents the market value of restricted stock awards (less
the consideration paid) as of the date of grant. Dividends on
shares of Common Stock are paid to holders of restricted shares.
At December 31, 1998, the cumulative number of restricted shares
of Common Stock, and the related market value, held by Messrs.
Brian J. Lipke, Rosenecker, Neil E. Lipke, Erazmus and Spezio
were 20,000 shares - $455,000; 5,000 shares - $113,750; 10,000
shares - $227,500; 5,000 shares - $113,750; and 5,000 shares -
$113,750. The restrictions on the restricted shares of Common
Stock granted to Messrs. Rosenecker, Erazmus and Spezio lapse at
the rate of 20% per year beginning April 1, 1999. The
restrictions on the restricted shares of Common Stock granted to
Messrs. Brian J. Lipke and Neil E. Lipke lapse at the rate of 20%
per year beginning April 1, 2003.
(2) Represents options granted pursuant to the Gibraltar Steel
Corporation Incentive Stock Option Plan (the "Incentive Plan")
(3) Represents options granted pursuant to the Gibraltar Steel
Corporation Non-Qualified Stock Option Plan (the "Non-Qualified
Plan")
(4) Composed of: (a) the allocation in 1998 of contributions
made pursuant to the Gibraltar Steel Corporation of New York
Profit Sharing Plan in the amount of $5,724 to the account of
5
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 1998
and unexercised options held at the end of 1998.
Value of Unexercised
Number of Unexercised in the Money Options
Options At Fiscal Year End At Fiscal Year End(1)
Shares
Acquired Value
On Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
Brian J. Lipke,
Chairman of the
Board, President
and Chief
Executive Officer --- --- 21,250 68,750 $197,500 $31,250
Joseph A. Rosenecker,
Executive Vice
President -
Commercial Sales --- --- 31,250 35,000 295,469 180,719
Neil E. Lipke,
Executive Vice
President and
Director --- --- 15,000 37,500 132,500 20,625
Walter T. Erazmus,
Executive Vice Presi-
dent - Finance,
Secretary and
Treasurer --- --- 31,875 39,375 296,094 200,394
Carl P. Spezio
Executive Vice Presi-
dent - Manufacturing --- --- 31,250 35,000 295,469 180,719
- -----------------------------------
(1)Represents the difference between $22.75, the closing market
value of Common Stock as of December 31, 1998, and the exercise
price of such options.
EMPLOYMENT AGREEMENT
In July 1998, the Company entered into a new Employment
Agreement with Brian J. Lipke (the "Employment Agreement").
Pursuant to 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 $300,000, 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 Executive Incentive
Bonus Plan 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.
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. In addition, upon a termination of Mr.
Lipke's employment other than by the Company for "cause" (as
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defined in the Employment Agreement) 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 Internal Revenue Code of 1986 as amended (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 and his family for life.
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 1998, 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.
CHANGE IN CONTROL AGREEMENTS
In fiscal 1998, the Company entered into change in control
agreements (the "Change in Control Agreements") with each of the
named officers and certain other officers. Generally, each
officer (other than Mr. Brian J. Lipke) is entitled to receive,
upon termination of employment within two years of a "Change in
Control" (unless such termination is because of death or
disability, by the Company for "Cause" as defined in the Change
in Control Agreements), a lump sum severance payment equal to
225% times the sum of (i) his current annual salary and (ii)
the average of the annual bonuses paid to him during the three
years immediately preceding the year in which the change in
control occurs. In the case of Mr. Brian J. Lipke, upon the
occurrence of a Change in Control, whether or not such Change in
Control results in a termination of his employment, he is
entitled to receive a lump sum severance payment equal to 350%
times the sum of (i) his current annual salary and (ii) the
highest annual bonus paid to him during the three years
immediately preceding the year in which the change in control
occurs. The Change in Control Agreements define such total cash
compensation to include amounts deferred at the option of the
executive. The payments and benefits payable in the event of a
Change in Control are not subject to any limitations that would
prevent them from being considered "excess parachute payments"
subject to excise tax payments or corporate deduction
disallowance under the Code. Therefore, such lump sum severance
payments could require excise tax payments on the part of the
executive, and result in a deduction disallowance on the part of
the Company. In such instance, the impact of the excise tax
payments on the executive would be reimbursed to the executive by
the Company, including taxes the executive would incur on the
reimbursement itself. The events that trigger a Change in
Control under the Change in Control Agreements include (i) the
acquisition of 30% or more of the Company's outstanding Common
Stock by certain persons, (ii) certain changes in the membership
of the Company's Board of Directors, (iii) certain mergers or
8
consolidations, (iv) certain sales or transfers of substantially
all of the Company's assets and (v) the approval of the
shareholders of the Company of a plan of dissolution or
liquidation.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Report of the Compensation Committee on Executive Compensation
This report of the Compensation Committee of the Board of
Directors provides an overview of the Company's compensation
philosophy and executive compensation programs. It discusses
compensation-related decisions in general for executive officers,
and specifically those relating to the Company's Chief Executive
Officer, for the fiscal year ending December 31, 1998.
Executive Compensation Programs' Overall Objectives
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 financial performance-based bonus opportunities and long-
term incentives. The program is 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 performance and the Company's financial
performance and by encouraging executive officers to own Company
stock through participation in various stock-based and other
plans.
The Compensation Committee is responsible for annually
reviewing base salaries of executive officers, determining the
design of the company's Executive Incentive Bonus Plan and
eligibility to participate therein, and making grants to eligible
participants, including executive officers under the Company's
stock-based long-term incentive plans.
Base Salaries
Base salary ranges are established annually, at competitive
levels, for all executive officers. Base salaries are
periodically adjusted to reflect each individual executive's
performance, contribution to the overall financial results of the
Company, and changes in competitive salary levels.
The annual base salary of Mr. Brian J. Lipke for 1998 was
established pursuant to the Employment Agreement described above.
Executive Incentive Bonus Plan
To further support the Company's goal of enhancing shareholder
value, a new Executive Bonus Plan was adopted in 1998. Financial
performance targets were established for the Company as a whole,
and for certain individual subsidiaries.
Bonuses paid under the Executive Incentive Bonus Plan for 1998
reflect, for corporate executives, the financial results of the
total Company versus targets. For certain corporate executives
of individual subsidiaries, bonuses paid were based on a
combination of the Company's and the individual subsidiaries'
financial performance versus targets.
9
Long-Term Incentive Plans
The Compensation Committee administers the Company's Incentive
Plan, Non-Qualified Plan and Restricted Stock Plan. In 1998,
stock options were granted by the Compensation Committee under
the Incentive Plan to key management employees of the Company,
including executive officers. All of the options granted in 1998
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 1998 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 potential
economic benefit of the options awarded. The number of options
awarded to a particular executive officer is directly related to
his responsibilities and individual performance.
In 1998, the Compensation Committee also approved grants under
the Restricted Stock Plan to executive officers. These
restricted stock grants were at a nominal cost per share to
executive officers and were to recognize the special
contributions of these executives for their long service with the
Company to date, together with their expected future
contributions. Restrictions on restricted shares of Common Stock
granted to Mr. Brian J. Lipke and another executive officer lapse
at the rate of 20% per year beginning April 1, 2003.
Restrictions on restricted shares of Common Stock granted to
other executive officers lapse at the rate of 20% per year
beginning April 1, 1999.
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 annually reviews Mr. Lipke's base salary,
as covered in his employment agreement. A competitive salary
range for the CEO is established with the assistance of an
independent consultant. In determining salary adjustments within
the set salary range, various factors are taken into account
including individual performance, changes in competitive salaries
and Company performance.
In 1998, Mr. Lipke participated in the new Executive Incentive
Bonus Plan introduced for all executive officers. Based on the
Company's fiscal 1998 performance versus target, Mr. Lipke was
paid a bonus above the target level.
Mr. Lipke was granted options to purchase 50,000 shares under
the Incentive Stock Option Plan. These options vest at the rate
of 25% per year over a four-year period and are exercisable at
the fair market value of the underlying stock on the date of the
grant. Mr. Lipke was also awarded 20,000 shares pursuant to the
Restricted Stock Plan. As an incentive for Mr. Lipke to remain
with the Company over the longer term, restrictions on restricted
shares of Common Stock awarded to him will not begin to lapse
until April 1, 2003, and then at the rate of 20% per year.
10
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 1998, it does not appear that the Section l62(m)
limitation will have an 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 appropriate to
minimize the impact of this statute, to the extent that there is
no adverse effect on the Company's ability to provide incentive
compensation based on Company financial performance.
COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS OF
GIBRALTAR STEEL CORPORATION
Gerald S. Lippes
William P. Montague
11
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 Iron & Steel Index for the five-year period
ended December 31, 1998. The comparison of total return assumes
that a fixed investment of $100 was invested on December 31, 1993
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.
12/93 12/94 12/95 12/96 12/97 12/98
Gibraltar Steel Corporation 100 74 84 181 136 157
S&P Midcap 400 100 96 126 150 199 228
S&P Iron & Steel 100 97 90 81 82 71
12
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 1998 or prior
thereto, an officer or employee of the Company or any of its
subsidiaries. In 1998, 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.
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, 1998, all
Section 16(a) filing requirements applicable to its officers,
Directors and greater than 10% beneficial owners were complied
with, except that Mr. Campbell filed one statement late covering
one transaction.
13
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of February 28,
1999 (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(1) Percent of Class
Brian J. Lipke(2)(3) 1,144,503 8.88%
Neil E. Lipke(2)(4) 1,123,588 8.72
Eric R. Lipke(2)(6) 1,090,168 8.46
Meredith A. Lipke(2)( 1,086,808 8.43
Curtis W. Lipke(2)(7 938,043 7.28
Patricia K. Lipke(2)(8) 828,500 6.43
Gerald S. Lippes(9) 100,705 *
700 Guaranty Building
28 Church Street
Buffalo, New York 14202-3950
William P. Montague(10) 65,705 *
501 John James Audubon Parkway
PO Box 810
Amherst, New York 14226-0810
Arthur A. Russ, Jr.(11) 55,750 *
2100 Main Place Tower
Buffalo, New York 14202
David N. Campbell(12) 31,250 *
10 Moulton Street
Cambridge, Massachusetts 02138
Walter T. Erazmus(2)(13) 44,965 *
Carl P. Spezio(2)(14) 40,172 *
Joseph A. Rosenecker(2)(15) 38,750 *
Andrew S. Tsakos(2)(16) 19,126 *
All Directors and Executive(17)
Officers as a Group (11 persons) 3,754,682 29.13
Franklin Resources, Inc.(18) 1,157,800 8.98
Wanger Asset Management, L.P.(19) 987,500 7.66
T. Rowe Price Associates, Inc.(20) 781,100 6.06
14
_________________________________
*Less than 1%.
(1) 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 or her, except to the extent that authority is shared by
spouses under applicable law.
(2) The address of each of the executive officers listed in the
Summary Compensation Table, Meredith A. Lipke, Curtis W. Lipke,
Eric R. Lipke, Patricia K. Lipke and Andrew S. Tsakos is
3556 Lake Shore Road, PO Box 2028, Buffalo, New York 14219-0228.
(3) Includes (i) 1,075,548 shares of Common Stock held by two
trusts for the benefit of Brian J. Lipke, (ii) 7,215 shares of
Common Stock held by trusts for the benefit of the daughters of
Brian J. Lipke, (iii) 3,980 shares of Common Stock held in
custodial accounts for the benefit of the daughters of Brian J.
Lipke and (iv) 21,250 shares of Common Stock issuable under
currently exercisable options pursuant to the Non-Qualified Plan.
Excludes 18,750 shares of Common Stock issuable under options
granted to Brian J. Lipke pursuant to the Non-Qualified Plan
which are not exercisable within sixty days and 50,000 shares of
Common Stock under options granted to Brian J. Lipke pursuant to
the Incentive Plan which are not exercisable within sixty days.
Also excludes (i) 68,585 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) 3,897,582 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, 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, 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, (iv) 3,640 shares of Common Stock held by a
trust for the benefit of the daughter of Meredith A. Lipke, 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, and (v) 5,580 shares of Common Stock held
by trusts for the benefit of the children of Eric R. Lipke, as to
which Brian J. Lipke serves as one of three trustees and shares
voting an investment power and as to which he disclaims
beneficial ownership.
(4) Includes (i) 1,028,168 shares of Common Stock held by a trust
for the benefit of Neil E. Lipke and (ii) 15,000 shares of Common
Stock issuable under currently exercisable options granted to
Neil E. Lipke pursuant to the Non-Qualified Plan. Excludes
15,000 shares of Common Stock issuable under options granted to
Neil E. Lipke pursuant to the Non-Qualified Plan which are not
exercisable within sixty days and 22,500 shares of Common Stock
under options granted to Neil E.. Lipke pursuant to the Incentive
Plan which are not exercisable within sixty 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, 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) 7,215 shares of Common Stock held by trusts for
the benefit of the daughters 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 (iii) 5,580 shares of Common Stock held by trusts
for the benefit of the children 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.
(5) Includes (i) 992,168 shares of Common Stock held by a trust
for the benefit of Eric R. Lipke, (ii) 5,580 shares of Common
Stock held by trusts for the benefit of the children of Eric R.
Lipke and (iii) 12,500 shares of Common Stock issuable under
currently exercisable options granted to Eric R. Lipke pursuant
to the Non-Qualified Plan and (iv) 3,360 shares of Common Stock
held in custodial accounts for the benefit of the children of
Eric R. Lipke. Excludes 7,500 shares of Common Stock issuable
under options granted to Eric R. Lipke pursuant to the Non-
Qualified Plan which are not exercisable within sixty days and
15,000 shares of Common Stock issuable under options granted to
Eric R. Lipke pursuant to the Incentive Plan which are not
exercisable within sixty days. Also excludes (i) 1,014,668
shares of Common Stock held by a trust 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, 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) 7,215
shares of Common Stock held by trusts for the benefit of the
children 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.
(6) Includes (i) 1,070,203 shares of Common Stock held by three
trusts for the benefit of Meredith A. Lipke, (ii) 625 shares of
Common Stock issuable under currently exercisable options granted
to Meredith A. Lipke pursuant to the Non-Qualified Plan, (iii)
4,840 shares of Common Stock held in a custodial account for the
benefit of the daughter of Meredith A. Lipke pursuant to the New
York Uniform Gift to Minors Act, and (iv) 3,640 shares of Common
Stock held by a trust for the benefit of the daughter of Meredith
A. Lipke. Excludes (i) 1,875 shares of Common Stock issuable
under options granted to Meredith A Lipke pursuant to the Non-
Qualified Plan which are not exercisable within sixty days, (ii)
2,500 shares of Common Stock issuable under options granted to
Meredith A. Lipke pursuant to the Incentive Plan which are not
exercisable within sixty days and (iii) 60,880 shares of Common
15
Stock held by a trust for the benefit of Brian J. Lipke, as to
which Meredith A. Lipke serves as one of five trustees and shares
voting and investment power and as to which she disclaims
beneficial ownership.
(7) Includes 866,123 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, 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) 3,640
shares of Common Stock held by a trust for the benefit of the
daughter of Meredith A. Lipke, 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, (iii) 7,215
shares of Common Stock held by trusts for the benefit of the
children 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 and (iv) 5,580
shares of Common Stock held by trusts for the benefit of the
children of Eric R. 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.
(8) Includes (i) 65,685 shares of Common Stock held by the
Kenneth E. Lipke Trust and (ii) 756,000 shares of Common Stock
held by Rush Creek Investment Company, L.P. of which Patricia K.
Lipke is the sole limited partner. Excludes 3,640 shares of
Common Stock held by a trust for the benefit of the daughter of
Meredith A. Lipke, 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.
(9) Includes 51,250 shares of Common Stock issuable under
currently exercisable options granted to Mr. Lippes pursuant to
the Non-Qualified Plan.
(10) Includes 26,250 shares of Common Stock issuable under
currently exercisable options granted to Mr. Montague pursuant to
the Non-Qualified Plan.
(11) Includes (i) 51,250 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 trusts for the benefit of the Russ'
children as to each of which Mr. Russ serves as a trustee.
Excludes an aggregate of (i) 4,912,250 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, 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) 68,585 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.
(12) Includes (i) 26,250 shares of Common Stock issuable under
currently exercisable options granted to Mr. Campbell pursuant to
the Non-Qualified Plan, (ii) 2,500 shares of Common Stock held by
an Individual Retirement Account for the benefit of Mr. Campbell
and (iii) 1,000 shares of Common Stock held by the Campbell
Foundation of which Mr. Campbell serves as a trustee.
(13) Includes (i) 22,875 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)
1,790 shares of Common Stock allocated to Mr. Erazmus's self-
directed account under the Company's 401(k) Retirement Savings
Plan. Excludes 39,375 shares of Common Stock issuable under
options granted to Mr. Erazmus pursuant to the Incentive Plan
which are not exercisable within sixty days.
(14) Includes (i) 22,250 shares of Common Stock issuable under
currently exercisable options granted to Mr. Spezio under the
Incentive Plan and (ii) 895 shares of Common Stock allocated to
Mr. Spezio's self-directed account under the Company's 401(k)
Retirement Savings Plan. Excludes 35,000 shares of Common Stock
issuable under options granted to Mr. Spezio pursuant to the
Incentive Plan which are not exercisable within sixty days.
(15) Includes 22,250 shares of Common Stock issuable under
currently exercisable options granted to Mr. Rosenecker under the
Incentive Plan. Excludes 35,000 shares of Common Stock issuable
under options granted to Mr. Rosenecker pursuant to the Incentive
Plan which are not exercisable within sixty days.
(16) Includes (i) 12,500 shares of Common Stock issuable under
currently exercisable options granted to Mr. Tsakos under the
Incentive Plan and (ii) 1,626 shares of Common Stock allocated to
Mr. Tsakos' self-directed account under the Company's 401(k)
Retirement Savings Plan. Excludes 7,500 shares of Common Stock
issuable under options granted to Mr. Tsakos pursuant to the
Incentive Plan which are not exercisable within sixty days.
(17) Includes options to purchase an aggregate of 79,875 shares
of Common Stock issuable to certain executive officers under the
Incentive Plan and an aggregate of 203,750 shares of Common Stock
issuable to certain executive officers
and Directors under the Non-Qualified Plan, all of which are
exercisable within sixty days. Excludes options to purchase an
aggregate of 204,375 shares of Common Stock issued to certain
executive officers under the Incentive Plan and an aggregate of
41,250 shares of Common Stock issued to certain executive
16
officers and Directors under the Non-Qualified Plan, none of
which are exercisable within sixty days.
(18) Based on information set forth in a statement on Schedule
13G filed with the Securities and Exchange Commission in January
1999 by Franklin Resources, Inc. on behalf of itself and its
affiliates, Charles B. Johnson, Rupert H. Johnson, Jr. and
Franklin Advisors, Inc. The stated business address of Franklin
Resources, Inc., Messrs. Charles B. Johnson and Rupert H.
Johnson, Jr. and Franklin Advisors, Inc. is 777 Mariners Island
Boulevard, San Mateo, California 94404.
(19) Based on information set forth in a statement on Schedule
13G filed with the Securities and Exchange Commission by Wanger
Asset Management, L.P. on behalf of itself, its affiliate, Wanger
Asset Management, Ltd. and Acorn Investment Trust. As stated in
such filing, Acorn Investment Trust is the only person known to
be entitled to receive all dividends from, and all proceeds from
the sale of, shares reported therein to the extent of more than
5% of outstanding Common Stock. The stated business address of
Wanger Asset Management, L.P., Wanger Asset Management, Ltd. and
Acorn Investment Trust is 227 West Monroe Street, Suite 3000,
Chicago, Illinois 60606.
(20) Based on information set forth in a statement on Schedule
13G filed with the Securities and Exchange Commission by T. Rowe
Price Associates, Inc. The stated business address for T. Rowe
Price Associates, Inc. is 100 E. Pratt Street, Baltimore,
Maryland 21202.
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 I Directors.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The firm of Lippes, Silverstein, Mathias & Wexler LLP, of which
Mr. Lippes, a Director of the Company, is a partner, serves as
counsel to the Company. During 1998, such firm received
approximately $497,000 for legal services rendered to the
Company. The firm of Albrecht, Maguire, Heffern & Gregg, P.C.,
of which Mr. Russ, a Director of the Company, is a partner, also
provided legal services to the Company in 1998.
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
PricewaterhouseCoopers 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, 1998.
Representatives of PricewaterhouseCoopers LLP are expected to
be present at the 1999 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.
17
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, 1998, 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, PO 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 23, 1999, 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 2000
Annual Meeting must be received by the Company by December 8,
1999 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 12, 1999
_________________________________________________________________
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 OR SHE DOES ATTEND.
18
PROXY
GIBRALTAR STEEL CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 18, 1999
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 18, 1999 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.
1. ELECTION OF DIRECTORS
For Class I Director - Brian J. Lipke
FOR WITHHOLD AUTHORITY
For Class I Director - Arthur A. Russ, Jr.
FOR WITHHOLD AUTHORITY
For Class I Director - William P. Montague
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: ________, 1999
______________________________________________
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.