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
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11c or Section 240.14a-12
CORE MATERIALS CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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CORE MATERIALS CORPORATION
800 Manor Park Drive
Columbus, Ohio 43228
(614) 870-5000
August 6, 2002
Dear Stockholder:
You are cordially invited to attend a special meeting of stockholders of
Core Materials Corporation (the "Company") to be held at our corporate
headquarters, 800 Manor Park Drive, Columbus, Ohio 43228, on August 28, 2002, at
9:00 a.m., Eastern Standard Time. As described in the attached Notice of Special
Meeting of Stockholders and Proxy Statement, the stockholders will vote at the
special meeting upon a proposal to change the Company's name from Core Materials
Corporation to Core Molding Technologies, Inc.
Since it is important that your shares be represented at this meeting
whether or not you plan to attend in person, please indicate on the enclosed
proxy your decision about how you wish to vote and sign, date and return the
proxy promptly in the envelope provided.
Sincerely,
Malcolm M. Prine
Chairman of the Board
CORE MATERIALS CORPORATION
800 MANOR PARK DRIVE
COLUMBUS, OHIO 43228
(614) 870-5000
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 28, 2002
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TO OUR STOCKHOLDERS:
Notice is hereby given that Core Materials Corporation (the "Company") will
hold a special meeting of stockholders (the "Special Meeting") on August 28,
2002 at 9:00 a.m., Eastern Standard Time, at its corporate headquarters, 800
Manor Park Drive, Columbus, Ohio 43228, for the following purposes:
1. to consider and vote upon a proposal to amend the Company's Certificate
of Incorporation to change the name of the Company to Core Molding
Technologies, Inc.; and
2. to consider and act upon such other business as may properly come before
the Special Meeting and any adjournments or postponements of the
meeting.
The foregoing matters are described in more detail in the Proxy Statement,
which is attached to this notice. Only stockholders of record at the close of
business on July 29, 2002, the record date, are entitled to receive notice of
and to vote at the Special Meeting or any adjournment or postponement thereof.
We desire to have maximum representation at the Special Meeting and
respectfully request that you date, execute and promptly mail the enclosed proxy
in the postage-paid envelope provided. You may revoke a proxy by notice in
writing to the Secretary of the Company at any time prior to its use.
BY ORDER OF THE BOARD OF DIRECTORS
Kevin L. Barnett
Vice President, Secretary, Treasurer &
Chief Financial Officer
Dated: August 6, 2002
CORE MATERIALS CORPORATION
800 MANOR PARK DRIVE
COLUMBUS, OHIO 43228
(614) 870-5000
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PROXY STATEMENT
FOR THE
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 28, 2002
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To Our Stockholders:
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Core Materials Corporation (the "Company"),
for use at a special meeting of stockholders (the "Special Meeting") of the
Company to be held on Wednesday, August 28, 2002, at its corporate headquarters,
800 Manor Park Drive, Columbus, Ohio 43228 at 9:00 a.m. Eastern Standard Time,
and at any adjournment thereof. The Company is holding this Special Meeting for
the purposes set forth in the accompanying Notice of Special Meeting of
Stockholders.
The Company is first sending this Proxy Statement, the accompanying proxy
card and the Notice of Special Meeting of Stockholders to its stockholders on or
about August 6, 2002.
The principal executive offices of the Company are located at 800 Manor
Park Drive, Columbus, Ohio 43228.
GENERAL INFORMATION
SOLICITATION
The Board of Directors of the Company is soliciting the enclosed proxy. In
addition to the use of the mail, directors, officers and employees of the
Company may solicit proxies, personally or by telephone. The Company will not
pay its directors, officers or employees any additional compensation for any
proxy solicitation undertaken by them.
In addition, the Company's stock transfer agent, American Stock Transfer &
Trust Co., New York, New York, will conduct proxy solicitations on behalf of the
Company. The Company will reimburse American Stock Transfer & Trust Co. for
reasonable expenses incurred by it in connection with the solicitation. The
Company also will make arrangements with brokerage firms and other custodians,
nominees and fiduciaries for the forwarding of proxy solicitation material to
beneficial owners of the common stock of the Company. The Company will reimburse
those brokerage firms, custodians, nominees and fiduciaries for their reasonable
expenses.
The Company will pay all expenses of the proxy solicitation. The Company
will not use specially engaged employees or other paid solicitors to conduct any
proxy solicitation.
VOTING RIGHTS AND VOTES REQUIRED
Holders of shares of the common stock of the Company at the close of
business on July 29, 2002, the record date for the Special Meeting, are entitled
to notice of, and to vote at, the Special Meeting. On the record date, the
Company had 9,778,680 shares of common stock outstanding.
Each outstanding share of common stock on the record date is entitled to
one vote on all matters presented at the Special Meeting. The presence, in
person or by proxy, of holders of at least 4,889,341 shares of common stock will
constitute a quorum for the transaction of business at the Special Meeting. No
business, other than adjournment, can be conducted at the Special Meeting unless
a quorum is present in person or by proxy.
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Abstentions will count as shares present in determining the presence of a
quorum for a particular matter. Abstentions, however, will not count as votes
cast in determining the approval of any matter by the stockholders. If a broker
or other record holder or nominee indicates on a proxy that it does not have
authority to vote certain shares on a particular matter or if a broker or other
record holder or nominee does not return proxies for any shares, those shares
will not count as either present for purposes of determining a quorum or as
votes cast in determining the approval of any matter by the stockholders.
Passage of the proposal to amend the Company's Certificate of Incorporation
requires the approval of a majority of the votes cast by the stockholders of
record on the record date and present at the Special Meeting, in person or by
proxy.
VOTING OF PROXIES
Shares of common stock represented by all properly executed proxies
received prior to the Special Meeting will be voted in accordance with the
choices specified in the proxy. Unless contrary instructions are indicated on
the proxy, the shares will be voted:
- FOR the approval of the amendment of the Certificate of Incorporation.
Management of the Company and the Board of Directors of the Company know of
no matters to be brought before the Special Meeting other than as set forth in
this Proxy Statement. If, however, any other matter is properly presented to the
stockholders for action, it is the intention of the holders of the proxies to
vote at their discretion on all matters on which the shares of common stock
represented by proxies are entitled to vote.
REVOCABILITY OF PROXY
A stockholder who signs and returns a proxy in the accompanying form may
revoke it at any time before the authority granted by the proxy is exercised by
delivering a written statement to the Secretary of the Company that the proxy is
revoked.
STOCKHOLDER PROPOSALS
Any stockholder who desires to present a proposal for consideration at the
2003 annual meeting of stockholders must submit the proposal in writing to the
Company. If the proposal is received by the Company prior to the close of
business on December 16, 2002, and otherwise meets the requirements of
applicable state and federal law, the Company will include the proposal in the
Proxy Statement and form of proxy relating to the 2003 annual meeting of
stockholders. The Company may confer on the proxies for the 2003 annual meeting
of stockholders discretionary authority to vote on any proposal if the Company
does not receive notice of the proposal by March 1, 2003.
DISSENTERS' RIGHT OF APPRAISAL
Delaware law does not provide for dissenters' rights of appraisal in
connection with a change of name of a Delaware corporation. Accordingly,
stockholders will not have appraisal rights with respect to the proposed change
of the Company's name.
INTEREST OF CERTAIN PERSON IN MATTERS TO BE ACTED UPON
No director, executive officer, associate of any director or any other
person has any substantial interest, direct or indirect, by security holdings or
otherwise, in the proposed amendment to change the name of the Company or in any
action covered by the related resolutions adopted by the Board of Directors
which is not shared by all other stockholders.
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OWNERSHIP OF COMMON STOCK
BENEFICIAL OWNERS
The table below sets forth, to the knowledge of the Company, the only
beneficial owner, as of July 29, 2002, of more than 5% of the outstanding shares
of common stock of the Company.
NUMBER OF SHARES OF COMMON STOCK BENEFICIALLY OWNED
NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
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International Truck and Engine Corp. ......... 4,264,000(1) 43.6%
4201 Winfield Road
Warrenville, Illinois 60555
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(1) International Truck and Engine Corp. (formerly known as Navistar
International Transportation Corp.) received these shares of common stock on
December 31, 1996, pursuant to the terms of an asset purchase agreement,
which provided for the acquisition by the Company of the Columbus Plastics
operating unit of International Truck and Engine Corp. International Truck
and Engine Corp. is a wholly owned subsidiary of Navistar International
Corporation.
MANAGEMENT
The table below sets forth, as of July 29, 2002, the number of shares of
common stock beneficially owned by each director of the Company, by each
executive officer, and by all of the foregoing directors and executive officers
as a group. The information concerning the persons set forth below was furnished
in part by each of those persons.
NUMBER OF SHARES OF COMMON STOCK BENEFICIALLY OWNED
NAME OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
---------------- -------------------- ----------------
Kevin L. Barnett.............................. 55,000(1) *
Thomas R. Cellitti............................ 24,000(2) *
James F. Crowley.............................. 47,000(3) *
Ralph O. Hellmold............................. 126,000(4) 1.3%
Thomas M. Hough............................... 45,000(5) *
Stephen J. Klestinec.......................... 42,785(6) *
Malcolm M. Prine.............................. 158,011(7) 1.5%
James L. Simonton............................. 159,152(8) 1.6%
All directors and executive officers as a
group (8 persons)........................... 656,948 6.3%
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* Less than 1 % of the outstanding shares of common stock.
(1) Includes: (i) 47,500 shares of common stock which Mr. Barnett has the right
to acquire within 60 days through the exercise of stock options; (ii) 5,000
shares of common stock as to which Mr. Barnett shares voting and investment
power with his wife; and (iii) 2,500 shares of common stock held by Mr.
Barnett in the Core Materials Corporation Employee Stock Purchase Plan.
(2) Includes: (i) 14,000 shares of common stock which Mr. Cellitti has the right
to acquire within 60 days through the exercise of stock options; and (ii)
10,000 shares of common stock as to which Mr. Cellitti has sole voting and
investment power.
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(3) Includes: (i) 28,000 shares of common stock which Mr. Crowley has the right
to acquire within 60 days through the exercise of stock options; (ii) 18,000
shares of common stock as to which Mr. Crowley has sole voting and
investment power; and (iii) 1,000 shares of common stock as to which Mr.
Crowley shares voting and investment power with his wife.
(4) Includes: (i) 35,000 shares of common stock which Mr. Hellmold has the right
to acquire within 60 days through the exercise of stock options; and (ii)
91,000 shares of common stock as to which Mr. Hellmold has sole voting and
investment power.
(5) Includes: (i) 35,000 shares of common stock which Mr. Hough has the right to
acquire within 60 days through the exercise of stock options; and (ii)
10,000 shares of common stock which are held in trust for the benefit of Mr.
Hough's wife, who is trustee of the trust.
(6) Includes: (i) 28,500 shares of common stock which Mr. Klestinec has the
right to acquire within 60 days through the exercise of stock options; and
(ii) 10,000 shares of common stock as to which Mr. Klestinec has sole voting
and investment power; and (iii) 4,285 shares of common stock held by Mr.
Klestinec in the Core Materials Corporation Employee Stock Purchase Plan.
(7) Includes: (i) 91,000 shares of common stock which Mr. Prine has the right to
acquire within 60 days through the exercise of stock options; (ii) 1,011
shares of common stock held by Mr. Prine's wife; (iii) 5,000 shares of
common stock held by Mr. Prine's daughter; and (iv) 61,000 shares of common
stock as to which Mr. Prine has sole voting and investment power.
(8) Includes: (i) 56,500 shares of common stock, which Mr. Simonton has the
right to acquire within 60 days through the exercise of stock options; (ii)
100,000 shares of common stock as to which Mr. Simonton has sole voting and
investment power; and (iii) 2,652 shares of common stock held by Mr.
Simonton in the Core Materials Corporation Employee Stock Purchase Plan.
Excludes 150,000 phantom stock units granted to Mr. Simonton on January 15,
2000, in connection with his initial employment pursuant to a Phantom Stock
Agreement dated January 15, 2000, between the Company and Mr. Simonton.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the following persons to file initial statements of beneficial ownership on a
Form 3 and changes of beneficial ownership on a Form 4 or Form 5 with the
Securities and Exchange Commission and to provide the Company with a copy of
those statements:
- executive officers and directors of the Company; and
- persons who beneficially own more than 10% of the issued and outstanding
shares of common stock of the Company.
The Company believes that its executive officers, directors and greater
than 10% beneficial owners complied with all applicable section 16(a) filing
requirements for the fiscal year ended December 31, 2001. The Company has based
this belief solely on a review of the Section 16(a) statements furnished to it
and written representations from its executive officers and directors.
PROPOSAL 1
CHANGE OF CORPORATE NAME
At the Special Meeting, stockholders will be asked to consider and vote
upon a proposal to change the name of the Company from "Core Materials
Corporation" to "Core Molding Technologies, Inc." by means of an amendment (the
"Amendment") to the Company's Certificate of Incorporation.
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Article I of the Company's Certificate of Incorporation, before giving
effect to the proposed Amendment reads as follows:
ARTICLE I
NAME
The name of the Corporation is Core Materials Corporation
Pursuant to the proposed Amendment, Article I of the Company's Certificate
of Incorporation would be replaced with the following:
ARTICLE I
NAME
The name of the Corporation is Core Molding Technologies, Inc.
The Board of Directors has adopted resolutions that set forth the proposed
Amendment, declare the advisability of the Amendment, and submit the Amendment
to the stockholders for approval. The Board of Directors believes that changing
the Company's corporate name will promote public recognition of the Company and
more accurately reflect the Company's business focus.
If the Amendment is approved by the requisite number of stockholders
entitled to vote at the Special Meeting, the Amendment will become effective
upon the filing of a Certificate of Amendment to the Company's Certificate of
Incorporation with the Secretary of State of Delaware, which is expected to
occur shortly after stockholder approval. A copy of the Certificate of Amendment
is attached to this proxy statement as Exhibit A.
The change of our corporate name will not affect the rights of any
stockholder or the validity or transferability of stock certificates currently
outstanding. Stockholders will not be required to surrender or exchange any of
our stock certificates that they currently hold as a result of the name change
for new stock certificates.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ADOPTION OF THE AMENDMENT
TO THE CERTIFICATE OF INCORPORATION.
OTHER MATTERS
The management of the Company and the Board of Directors of the Company
know of no matters to be brought before the Special Meeting other than as set
forth above. If, however, any other matters are properly presented to the
stockholders for action, it is the intention of the persons named in the proxy
to vote at their discretion on all matters on which the shares of common stock
represented by such proxies are entitled to vote.
BY ORDER OF THE BOARD OF DIRECTORS
Malcolm M. Prine
Chairman of the Board
Dated: August 6, 2002
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EXHIBIT A
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
CORE MATERIALS CORPORATION
Pursuant to Section 242 of the General
Corporation Law of the State of Delaware
Core Materials Corporation (the "Corporation"), a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"DGCL"), hereby certifies as follows:
FIRST: That at a meeting of the Board of Directors of the Corporation on
July 19, 2002, resolutions were duly adopted setting forth a proposed amendment
to the Certificate of Incorporation of the Corporation, declaring said amendment
to be advisable and calling a meeting of the stockholders of the Corporation for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:
RESOLVED, that Article I of the Certificate of Incorporation shall be
amended to read as follows:
ARTICLE I
NAME
The name of the Corporation is Core Molding Technologies, Inc.
SECOND: That thereafter, pursuant to resolution of its Board of Directors,
a special meeting of the stockholders of the Corporation was duly called and
held, upon notice in accordance with Section 222 of the DGCL, at which meeting
the necessary number of shares as required by statute were voted in favor of the
amendment.
THIRD: That the foregoing amendment of the Certificate of Incorporation was
duly adopted pursuant to the applicable provisions of Sections 228 and 242 of
the DGCL.
IN WITNESS WHEREOF, the undersigned, being the duly authorized Secretary of
the Corporation, for the purpose of amending the Certificate of Incorporation of
the Corporation pursuant to Section 242 of the General Corporation Law of the
State of Delaware, does make and file this Certificate this day of August,
2002.
CORE MATERIALS CORPORATION
By:
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Kevin L. Barnett, Secretary
P R O X Y
CORE MATERIALS CORPORATION
THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS
FOR A SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 28, 2002
The undersigned stockholder appoints James L. Simonton and Kevin L.
Barnett as proxies, with full power of substitution, to vote the shares of
common stock of Core Materials Corporation (the "Company") that the undersigned
is entitled to vote at the Special Meeting of Stockholders to be held at the
Company's corporate headquarters, 800 Manor Park Drive, Columbus, Ohio 43228, on
August 28, 2002, at 9:00 a.m., Eastern Standard time, and at any adjournments
thereof, upon matters properly coming before the meeting, as set forth in the
Notice of Special Meeting of Stockholders and Proxy Statement, both of which
have been received by the undersigned. Without otherwise limiting the general
authorization given hereby, such proxies are instructed to vote as follows:
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO CONTRARY DIRECTION IS
INDICATED, WILL BE VOTED FOR PROPOSAL 1 INDICATED ON THIS CARD.
(1) To change the name of the Company from "Core Materials
Corporation" to "Core Molding Technologies, Inc." by means of
an amendment to the Company's Certificate of Incorporation.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(2) In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the meeting
and any adjournment or adjournments thereof. The Board of
Directors is not aware of any other matters to be presented at
the meeting for approval by the stockholders.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY TO AMERICAN STOCK
TRANSFER & TRUST COMPANY, 59 MAIDEN LANE, NEW YORK, NEW YORK 10038, IN
THE SELF-ADDRESSED ENVELOPE PROVIDED.
DATED: , 2002
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Signature
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Signature (if held jointly)
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Print Names
(Please sign exactly as your name
appears hereon. When signing as
attorney, executor, administrator,
trustee or guardian, please give
your full title. If shares are
jointly held, each holder must
sign. If a corporation, please sign
in full corporate name by President
or other authorized officer. If a
partnership, please sign in
partnership name by authorized
person).