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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Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ]Preliminary Proxy Statement [ ]Confidential, for Use of the Commission
[X]Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
_____________________Gibraltar Steel Corporation______________________________
(Name of Registrant as specified in its character)
Payment of filing fee (check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11
(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
(3)Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: __/
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(5)Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify
the filing for which the offsetting fee was paid
previously. Identify the previous filing by
registration statement number, or the Form or Schedule
and the date of its filing.
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(4)Date Filed:
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 23, 2000
____________________________________________________
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 23,
2000, at 10:00 a.m., local time, for the following purposes:
1. To elect one Class III Director to hold office until
the 2003 Annual Meeting and until his 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 27, 2000, 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.
NEIL E. LIPKE
Secretary
Dated: April 18, 2000
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
23, 2000, at 10:00 a.m., local time, and
at any adjournment or adjournments
thereof. The close ofbusiness on March 27, 2000, 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 27, 2000, the Company
had outstanding 12,579,719 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
mail, 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 nominee for Director named in
this Proxy Statement.
The presence, in person or by proxy, of
the holders of a majority of the
outstanding shares of Common Stock entitled
to vote at the Annual Meeting will
constitute a quorum. A nominee for election
as a Director requiresa plurality of the votes
cast in order to be elected.
A plurality means that the nominee with the
largest number of votes is elected as Director 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.
This Proxy Statement and the accompanying
form of proxy are first being sent or given
to stockholders on or about April 18, 2000.
ELECTION OF DIRECTOR
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 2002; 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 2000, one Class III
Director shall be elected to hold office
for a term expiring in 2003. David N.
Campbell has been nominated by the Board of
Directors for election as such Class III
Director.
Unless instructions to the contrary are
received, it is intended that the shares
represented by proxies will be voted for
the election of David N. Campbell as
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 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 and Senior Executive
Vice President and Secretary of the Company
since June 1999. 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 September 1999 Mr.
Campbell has served as President and Chief Executive
Officer of Xpedior, Inc. Prior thereto,
from July 1995 to September 1999, he was
President of BBN Systems & Technologies and
its successor, GTE Laboratories and
Technologies. Mr. Campbell also is the
former Chairman of the Board and Chief
Executive Officer of Computer Task Group,
Incorporated and the former Chairman of the
Board of Dunlop Tire Corporation. Mr.
Campbell also serves as a director of
Tektronix 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
director of Gleason Corp.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
During the fiscal year ended December 31,
1999, the Board of Directors held seven
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 1999.
Compensation Committee
The Compensation Committee, which consists
of Messrs. Lippes and Montague, held four
meetings in 1999. 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,
the functions of which are handled by the
entire Board.
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 48 Chairman of the Board and Chief
Executive Officer
Walter T. Erazmus 52 President
Neil E. Lipke(1) 42 Senior Executive Vice President,
Secretary and Director
Joseph A. Rosenecker 55 Executive Vice President
Carl P. Spezio 54 Executive Vice President
Eric R. Lipke(1) 40 Vice President
Andrew S. Tsakos 54 Vice President
John E. Flint 53 Vice President and Chief
Financial Officer
Richard A. Pytak Jr. 37 Treasurer
Gerald S. Lippes 60 Director
David N. Campbell 58 Director
William P. Montague 53 Director
Arthur A. Russ, Jr. 57 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 Director." Recent business
experience of the executive officers who
are not also Directors is as follows:
Walter T. Erazmus has been President of the Company
since June, 1999. Prior thereto, he served
as Executive Vice President - Finance of
the Company and Chief Financial Officer of
the Company since November 1994 and of Gibraltar New York since 1977.
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 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 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 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. Mr. Tsakos has
held various positions with Gibraltar New
York since 1970 primarily in the areas of
sales, sales management, purchasing and
distribution services.
John E. Flint was named Vice President
and Chief Financial Officer of the Company
in 1999. He was Vice President of
Accounting of the Company since its
incorporation and of Gibraltar New York
since 1985, and prior thereto served as
Corporate Controller of Gibraltar New York.
Mr. Flint began his career with the Company
as Controller of the Gibraltar Metals
Division of Gibraltar New York in 1977.
Richard A. Pytak Jr. was named Treasurer
of the Company in 1999 and has been with
the Company since June 1998. Prior thereto
Mr. Pytak was a Senior Manager at
PricewaterhouseCoopers LLP with fourteen
years of experience providing public
accounting and business advisory services.
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,
1997, 1998 and 1999.
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation Awards
Securities
Other Restricted Underlying
Name and Fiscal Annual Stock Options/ All Other
Principal Position Year Salary Bonus Compensation Awards(1) SARS Compensation(4)
Brian J. Lipke, 1999 $ 352,308 $ 316,000 $ --- $ --- $ --- $ 13,303
Chairman of the Board, 1998 306,538 253,860 --- 464,800 50,000(2) 1,529
and Chief Executive Officer 1997 265,000 205,500 --- --- 25,000(3) 6,535
Walter T. Erazmus, 1999 239,258 256,000 --- --- --- 17,687
President 1998 188,558 241,042 --- 116,200 17,500(2) 11,587
1997 188,557 169,500 --- --- 15,500(2) 9,408
Neil E. Lipke, 1999 292,213 261,000 --- --- --- 16,489
Senior Executive 1998 253,365 191,046 --- 232,400 22,500(2) 4,789
Vice President, 1997 240,404 161,500 --- --- 20,000(3) 8,526
Secretary and Director
Joseph A. Rosenecker 1999 240,577 244,000 --- --- --- 18,829
Executive Vice President 1998 245,769 227,504 --- 116,200 15,000(2) 12,609
1997 237,000 341,419 --- --- 12,500(2) 9,669
Carl P. Spezio 1999 176,157 222,370 --- --- --- 17,356
Executive Vice President 1998 166,769 230,594 --- 116,200 15,000(2) 11,070
1997 163,077 162,800 --- --- 12,500(2) 9,060
_______________________________
(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, 1999, the cumulative number
of restricted shares of Common Stock, and
the related market value, held by Messrs.
Brian J. Lipke, Erazmus, Neil E. Lipke,
Rosenecker and Spezio were 20,000 shares -
$467,600; 4,000 shares $93,520; 10,000
shares - $233,800; 4,000 shares $93,520;
and 4,000 shares - $93,520, respectively.
The restrictions on the restricted shares
of Common Stock granted to Messrs.
Rosenecker, Erazmus and Spezio began to
lapse at the rate of 20% per year on 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 matching
contributions made by the Company in 1999
pursuant to the Gibraltar Steel
Corporation of New York 401(k) Retirement
Savings Plan in the amount of $4,000 to
the account of each of Messrs.
Erazmus, Neil E. Lipke, Rosenecker and
Spezio; (b) the payment in 1999 of
premiums paid with respect to term life
insurance policies provided for Messrs.
Brian J. Lipke, Erazmus, Neil E. Lipke,
Rosenecker and Spezio in the amounts of
$2,164, $2,548, $1,350, $3,690 and $2,217,
respectively; (c) the payment in 1999 of
premiums paid in the amount of $790 with
respect to travel/accident life insurance
policies provided for each of Messrs. Brian
J. Lipke, Erazmus,, Neil E. Lipke,
Rosenecker and Spezio; and (d) a payment in
lieu of a contribution to the Gibraltar
Steel Corporation Profit Sharing Plan in
the amount of $10,349 to each of Messrs.
Brian J. Lipke, Erazmus, Neil E. Lipke,
Rosenecker and Spezio.
Options Granted in Last Fiscal Year
There were no grants of stock options to
the named executives in 1999.
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 1999 and unexercised options
held at the end of 1999.
Value of Unexercised
Number of Unexercised in the Money Options
Options At Fiscal Year End(2) At Fiscal Year End(3)
Shares
Acquired Value
On Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
Brian J. Lipke,
Chairman of the
Board and Chief
Executive Officer --- --- 40,000 50,000 $ 232,075 $ 53,375
Walter T. Erazmus,
President 9,000 $ 85,500 37,875 24,375 304,030 125,925
Neil E. Lipke,
Senior Executive
Vice President,
and Director --- --- 25,625 26,875 155,050 31,150
Joseph A. Rosenecker,
Executive Vice
President 9,000 85,500 36,000 21,250 297,149 109,356
Carl P. Spezio
Executive Vice
President 9,000 85,000 36,000 21,250 297,149 109,356
________________________________
(1) Represents the difference between the
closing market value of Common Stock as of the
date options were exercised and the exercise price of
such options.
(2) Options granted 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 in control of the Company, the vesting of
such options would automatically accelerate.
(3) Represents the difference between
$23.38, the closing market value of Common Stock as of
December 31, 1999, 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 serves as Chairman of the Board
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 April 1999, the
Compensation Committee increased Mr.
Lipke's base salary to $350,000, effective
January 1, 1999. In addition to his base
salary, Mr. Lipke is 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 Companyterminates 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 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 1999, 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
The Company has 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
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, 1999.
Executive Compensation Program's 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 1999 was established pursuant to
the Employment Agreement described above.
Executive Incentive Bonus Plan
To further support the Company's goal of
enhancing shareholder value, an Executive
Incentive Bonus Plan was adopted in 1998.
Financial performance targets are
established annually for the Company as a
whole, and for certain individual
subsidiaries.
Bonuses paid under the Executive Incentive
Bonus Plan for 1999 reflect, for corporate executives,
the financial results of the total Company
versus targets. For certain executives of
individual subsidiaries, bonuses paid were
based on a combination of the Company's and
the individual subsidiaries' financial
performance versus targets.
Long-Term Incentive Plans
The Compensation Committee administers
the Company's Incentive Plan, Non-Qualified
Plan and Restricted Stock Plan. The
Compensation Committee periodically grants
options under the Incentive Plan to the
Company's executive officers and other
employees. All of the options granted have
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
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.
The Compensation Committee periodically
grants restricted stock to the Company's
executive officers. These restricted stock
grants are at a nominal cost per share to
the executive officers and recognize the
special contributions of the executive
officers for their long service to date,
together with their expected future
contributions. Restrictions on stock
granted under the Restricted Stock Plan
lapse over periods established by the
Compensation Committee at the time of each
restricted stock award. Accordingly, an
executive officer must remain with the
Company throughout the full term
established by the Compensation Committee
in order to enjoy the full potential
economic benefit of the restricted stock
awarded.
In 1999, the Compensation Committee did
not grant any options to executive officers
under the Incentive Plan
or the Non-Qualified Plan, and did not
approve any grants to executive officers
under the Restricted Stock Plan.
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 1999, Mr. Lipke participated in the
Executive Incentive Bonus Plan applicable to all
executive officers. Based on the Company's
fiscal 1999 performance versus target, Mr.
Lipke was paid a bonus above the target
level.
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 1999,
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
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, 1999. The
comparison of total return assumes that a
fixed investment of $100 was invested on
December 31, 1994 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.
12/94 12/95 12/96 12/97 12/98 12/99
Gibraltar Steel Corporation 100 113 244 184 212 219
S&P Midcap 400 100 131 156 206 236 271
S&P Iron & Steel 100 93 83 84 73 80
COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION
The Compensation Committee is composed of
Gerald S. Lippes and William P. Montague.
Neither Mr. Lippes nor Mr. Montague was,
during 1999 or prior thereto, an officer or
employee of the Company or any of its
subsidiaries. In 1999, 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
employeesof 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, 1999, 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 29, 2000 (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) 1,327,016 10.11%
Neil E. Lipke(2)(4) 1,290,801 9.84
Eric R. Lipke(2)(5) 1,248,306 9.51
Meredith A. Lipke(2)(6) 1,238,921 9.44
Curtis W. Lipke(2)(7) 1,088,506 8.29
Gerald S. Lippes(8) 100,705 *
700 Guaranty Building
28 Church Street
Buffalo, New York 14202-3950
William P. Montague(9) 65,705 *
501 John James Audubon Parkway
PO Box 810
Amherst, New York 14226-0810
Arthur A. Russ, Jr.(10) 55,750 *
2100 Main Place
Tower Buffalo, New York 14202
David N. Campbell(11) 31,250 *
35 Corporate Drive
Burlington, Massachusetts 01803
Walter T. Erazmus(2)(12) 63,377 *
Carl P. Spezio(2)(13) 55,751 *
Joseph A. Rosenecker(2)(14) 53,125 *
All Directors and Executive
Officers as a Group (13 persons) (15) 4,331,426 33.00
Franklin Resources, Inc.(16) 1,074,700 8.19
Wanger Asset Management, L.P.(17) 1,069,000 8.15
T. Rowe Price Associates, Inc. (18) 888,800 6.77
*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
and Eric R. Lipke 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) 9,615 shares of Common
Stock held by trusts for the benefit of the
daughters of Brian J. Lipke, (iii) 4,380
shares of Common Stock held in custodial
accounts for the benefit of the daughters
of Brian J. Lipke, (iv) 27,500 shares of
Common Stock issuable under currently
exercisable options pursuant to the Non-
Qualified Plan, (v) 25,000 shares of Common
Stock issuable under currently exercisable
options granted to Brian J. Lipke pursuant
to the Incentive Plan and (vi) 150,463
shares of Common Stock, representing Brian
J. Lipke's pecuniary interest in Rush Creek
Investment Co., L.P. ("RCLP"). RCLP owns
758,000 shares of Common Stock as to which
Brian J. Lipke disclaims beneficial
ownership, except to the extent of his
pecuniary interest. Excludes 12,500 shares
of Common Stock issuable under options
granted to Brian J. Lipke pursuant to the
Non Qualified Plan which are not
exercisable within sixty days and 25,000
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) 4,440 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)
7,980 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 and
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) 20,000 shares of
Common Stock issuable under currently
exercisable options granted to Neil E.
Lipke pursuant to the Non-Qualified Plan,
(iii) 11,250 shares of Common Stock
issuable under currently exercisable
options granted to Neil E. Lipke pursuant to the
Incentive Plan and (vi) 150,463 shares of
Common Stock, representing Neil E. Lipke's
pecuniary interest in RCLP. RCLP owns
758,000 shares of Common Stock as to which
Neil E. Lipke disclaims beneficial
ownership, except to the extent of his
pecuniary interest. Excludes 10,000 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 11,250
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) 9,615
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)
7,980 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) 7,980 shares of Common
Stock held by trusts for the benefit of the
children of Eric R. Lipke, (iii) 15,000
shares of Common Stock issuable under
currently exercisable options granted to
Eric R. Lipke pursuant to the Non Qualified
Plan, (iv) 4,375 shares of Common Stock
issuable under currently exercisable
options granted to Eric R. Lipke pursuant
to the Incentive Plan, (v) 9,615 shares of
Common Stock held by trusts for the benefit
of the children of Eric R. Lipke, (vi)
3,360 shares of Common Stock held in
custodial accounts for the benefit of the
children of Eric R. Lipke and (vii) 150,463
shares of Common Stock, representing Eric
R. Lipke's pecuniary interest in RCLP.
RCLP owns 758,000 shares of Common Stock as
to which Eric R. Lipke disclaims beneficial
ownership, except to the extent of his
pecuniary interest. 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 days and 10,625
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)
9,615 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) 1,250 shares of
Common Stock issuable under currently
exercisable options granted to Meredith A.
Lipke pursuant to the Non-Qualified Plan,
(iii) 625 shares of Common Stock issuable
under currently exercisable options granted
to Meredith A. Lipke pursuant to the
Incentive Plan, (iv) 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, (v) 4,440 shares of Common
Stock held by a trust for the benefit of
the daughter of Meredith A. Lipke and (v)
150,463 shares of Common Stock,
representing Meredith A. Lipke's pecuniary
interest in RCLP. RCLP owns 758,000 shares
of Common Stock as to which Meredith A.
Lipke disclaims beneficial ownership,
except to the extent of her pecuniary
interest. Excludes (i) 1,250 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 and 1,875 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 (ii) 60,880 shares of
Common 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 (i) 866,123 shares of Common
Stock held by a trust for the benefit of
Curtis W. Lipke and (ii) 150,463 shares of
Common Stock, representing Curtis W.
Lipke's pecuniary interest in RCLP. RCLP
owns 758,000 shares of Common Stock as to
which Curtis W. Lipke disclaims beneficial
ownership, except to the extent of his
pecuniary interest. 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) 4,440
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) 9,615
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)
7,980 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 51,250 shares of Common Stock
issuable under currently exercisable
options granted to Mr. Lippes pursuant to the Non-
Qualified Plan.
(9) Includes 26,250 shares of Common
Stock issuable under currently
exercisable options granted to
Mr. Montague pursuant to the Non-Qualified
Plan.
(10) 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, (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 and (iii)
758,000 shares of Common Stock held by RCLP
as to which Mr. Russ serves as trustee of
the sole limited partner and as to which he
disclaims beneficial ownership.
(11) 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) 1,500 shares of Common
Stock held by the Campbell Foundation of
which Mr. Campbell serves as a trustee.
(12) Includes (i) 38,500 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) 4,577 shares of Common Stock allocated
to Mr. Erazmus's self-directed account
under the Company's 401(k) Retirement
Savings Plan. Excludes 23,750 shares of
Common Stock issuable under options granted to
Mr. Erazmus pursuant to the Incentive Plan
that are not exercisable within sixty days.
(13) Includes (i) 36,625 shares of Common
Stock issuable under currently exercisable
options granted to Mr. Spezio under the
Incentive Plan and (ii) 2,099 shares of
Common Stock allocated to Mr. Spezio's self
directed account under
the Company's 401(k) Retirement Savings
Plan. Excludes 20,625 shares of Common
Stock issuable under options granted to Mr.
Spezio pursuant to the Incentive Plan,
which are not exercisable within sixty
days.
(14) Includes 36,625 shares of Common Stock
issuable under currently exercisable
options granted to Mr. Rosenecker under the
Incentive Plan. Excludes 20,625 shares of
Common Stock issuable under options granted
to Mr. Rosenecker pursuant to the Incentive
Plan that are not exercisable within sixty
days.
(15) Includes options to purchase an
aggregate of 182,500 shares of Common Stock
issuable to certain executive officers
under the Incentive Plan and an aggregate
of 217,500 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 132,750 shares of Common Stock
issued to certain executive officers under
the Incentive Plan and an aggregate of
27,500 shares of Common Stock issued to
certain executive officers and Directors
under the Non-Qualified Plan, none of which
are exercisable within sixty days.
(16) Based on information set forth in a
statement on Schedule 13G/A filed with the
Securities and Exchange Commission in
January 2000 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 94403.
(17) Based on information set forth in a
statement on Schedule 13G/A filed with the
Securities and Exchange Commission in
February 2000 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.
(18) Based on information set forth in a
statement on Schedule 13G/A filed with the
Securities and Exchange Commission in
February 2000 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 a 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.
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
1999, such firm received approximately
$350,000 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
1999.
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, 1999.
Representatives of PricewaterhouseCoopers LLP are
expected to be present at the 2000 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,
1999, 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: Neil E.
Lipke. Each such request must set forth a
good faith representation that, as of March
27, 2000, 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 2001 Annual Meeting must
be received by the Company by December 6,
2000 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.
NEIL E. LIPKE
Secretary
Dated: April 18, 2000
_______________________________________________________________________________
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.
PROXY
GIBRALTAR STEEL CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 23, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints BRIAN J.
LIPKE, WALTER T. ERAZMUS and NEIL E. LIPKE
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 23, 2000
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 matter and upon
such other business as may properly come
before the meeting or any adjournment(s)
thereof.
1. ELECTION OF DIRECTOR
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 NOMINEE LISTED ABOVE.
Dated: ________, 2000
______________________________________________
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.