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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities and
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Maerials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
MATRIX SERVICE COMPANY
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(Name of Registrant as Specified in Its Charter)
MATRIX SERVICE COMPANY
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchagne Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14-a-6(i)(3).
[ ] 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:
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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: *
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4) Proposed maximum aggregate value of transaction:
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* Set forth the amount on which the filing fee is calculated and state
how it was determined.
[ ] 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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MATRIX SERVICE COMPANY
10701 East Ute Street
Tulsa, Oklahoma 74116
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the Annual Meeting of the Stockholders of
Matrix Service Company, a Delaware corporation (the "Company"), will be
held at Liberty Bank & Trust Company, First National Tower, 15 East Fifth
St., 41st Floor, Tulsa, Oklahoma, on the 22nd day of October, 1996, at
10:00 a.m., Tulsa time, for the following purposes:
1. To elect six directors to serve until the annual stockholders' meeting
in 1997 or until their successors have been elected and qualified;
2. To ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for fiscal 1997; and
3. To act upon such other business as may properly come before the meeting
or any adjournments thereof.
The Board of Directors has fixed the close of business on September 10,
1996, as the record date for determining stockholders entitled to notice of
and to vote at the meeting and any adjournment thereof. Only stockholders
of record at the close of business on September 10, 1996 are entitled to
notice of and to vote at the meeting and any adjournment thereof.
By Order of The Board of Directors
/s/C. William Lee
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C. William Lee
Secretary
September 18, 1996
Tulsa, Oklahoma
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING
REGARDLESS OF WHETHER YOU PLAN TO ATTEND. THEREFORE, PLEASE MARK, SIGN,
DATE AND RETURN THE ENCLOSED PROXY PROMPTLY. IF YOU ARE PRESENT AT THE
MEETING, AND WISH TO DO SO, YOU MAY REVOKE THE PROXY AND VOTE IN PERSON.
MATRIX SERVICE COMPANY
10701 East Ute Street
Tulsa, Oklahoma 74116
PROXY STATEMENT
The accompanying proxy is solicited by the Board of Directors of Matrix
Service Company (the "Company") for use at the Annual Meeting of
Stockholders to be held on October 22, 1996, and at any adjournments
thereof. The Annual Meeting will be held at 10:00 a.m., Tulsa time, at
Liberty Bank & Trust Company, First National Tower, 15 East Fifth St., 41st
Floor, Tulsa, Oklahoma. If the accompanying proxy is properly executed and
returned, the shares it represents will be voted at the meeting in
accordance with the directions noted thereon or, if no direction is
indicated, it will be voted in favor of the proposals described in this
proxy statement. In addition, the proxy confers discretionary authority in
the persons named in the proxy authorizing those persons to vote, in their
discretion, on any other matters properly presented at the Annual Meeting.
The Board of Directors is not currently aware of any other such matters.
Any stockholder giving a proxy has the power to revoke it at any time
before it is voted by oral or written notice to C. William Lee, Secretary,
Matrix Service Company, 10701 East Ute Street, Tulsa, Oklahoma 74116.
The approximate date on which this Proxy Statement and the accompanying
proxy will first be sent to stockholders is September 24, 1996.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
At the close of business on September 10, 1996, the record date for the
determination of stockholders of the Company entitled to receive notice of
and to vote at the Annual Meeting or any adjournments thereof, 9,315,972
shares of the Company's common stock, par value $0.01 per share (the
"Common Stock"), were outstanding. Each share of Common Stock is entitled
to one vote upon each of the matters to be voted on at the meeting. The
presence, in person or by proxy, of at least a majority of the outstanding
shares of Common Stock is required for a quorum. In conformity with
Delaware law and the Company's Bylaws, shares abstaining from voting or not
voted on certain matters, including broker non-votes, will have the effect
of a vote against those matters.
The following table sets forth, as of September 10, 1996, certain
information with respect to the shares of Common Stock beneficially owned
by (i) each person known by the Company to own beneficially five percent or
more of the Common Stock, (ii) each director and director nominee of the
Company, (iii) each executive officer of the Company named in the Summary
Compensation Table herein and (iv) all directors, director nominees and
executive officers as a group. Except as described below, each of the
persons listed below has sole voting and investment power with respect to
the shares listed.
Percent
Number of of
Identity of Beneficial Owner Shares Class
- ----------------------------------- ---------- --------
Merrill Lynch & Co., Inc.
World Financial Center, North Tower
250 Vesey Street
New York, NY 10281 930,074 10.0
David L. Babson & Co. (1)
One Memorial Drive
Cambridge, MA 02142-1300 869,600 9.33
Franklin Resources, Inc. (1)
777 Mariners Island Blvd.
San Mateo, CA 94403-7777 703,000 7.55
Tweedy Browne Co. L.P. (2)
52 Vanderbilt Avenue
New York, NY 10017 610,960 6.56
Dimensional Fund Advisors, Inc. (3)
1299 Ocean Avenue
Santa Monica, California 90401 517,800 5.56
The TCW Group, Inc.
865 Figueroa Street
Los Angeles, CA 90017 489,700 5.26
Doyl D. West (4) 138,021 1.5
C. William Lee (4) 318,642 3.4
William P. Wood (4) 102,868 1.1
Robert L. Curry (4) 19,000 *
John S. Zink (4) 40,000 *
Hugh E. Bradley (4) 10,000 *
Richard C. Gray II (4) 8,429 *
Tim S. Selby (4) 257,832 2.8
Bradley S. Vetal (4) 32,532 *
All directors and executive officers
as a group (16 persons) (4) 1,311,233 14.0
* Indicates ownership of less than one percent of the outstanding shares of
Common Stock.
(1) According to the Schedule 13G dated February 12, 1996.
(2) According to the Schedule 13D dated February 12, 1996.
(3) According to a Schedule 13G dated February 7, 1996 Dimensional Fund
Advisors Inc. ("Dimensional"), a registered investment advisor, is deemed
to have beneficial ownership of 517,800 shares of Matrix Service Company
stock as of December 31, 1995, all of which shares are held in portfolios
of DFA Investment Dimensions Group Inc., a registered open-end investment
company, or in series of the DFA Investment Trust Company, a Delaware
business trust, or the DFA Group Trust and DFA Participation Group Trust,
investment vehicles for qualified employee benefit plans, all of which
Dimensional Fund Advisors Inc. serves as investment manager. Dimension
disclaims beneficial ownership of all such shares.
(4) Includes the following shares of Common Stock that are issuable upon
the exercise of stock options that are exercisable within 60 days after
September 10, 1996: Mr. West - 60,571; Mr. Lee - 9,642; Mr. Wood - 10,000;
Mr. Curry - 19,000; Mr. Zink - 10,000; Mr. Bradley - 10,000; Mr. Gray -
6,429; Mr. Selby - 15,000; Mr. Vetal -11,429; officers and directors as a
group - 197,555.
PROPOSAL NUMBER 1: Election of Directors
The Board of Directors has nominated and urges you to vote for the election
of the six nominees identified below who have been nominated to serve as
directors until the next Annual Meeting of Stockholders or until their
successors are duly elected and qualified. Each of the nominees is a
member of the Company's present Board of Directors. Proxies solicited
hereby will be voted "For" all six nominees unless stockholders specify
otherwise in their proxies. The affirmative vote of the holders of a
plurality of the Common Stock present in person or by proxy at the meeting
is required for election of the nominees.
If, at the time of the 1996 Annual Meeting of Stockholders, any of the
nominees should be unable or decline to serve, the discretionary authority
provided in the proxy may be used to vote for a substitute or substitutes
designated by the Board of Directors. The Board of Directors has no reason
to believe that any substitute nominee or nominees will be required.
Nominees
The nominees for director, and certain additional information with respect
to each of them, are as follows:
Doyl D. West, age 54, is a founder of the Company and has served as a
director and as Chairman of the Board since the Company's inception in
1984. From 1984 to November 1992, Mr. West also served as President of the
Company and from 1984 to May 31, 1993, he served as Chief Executive
Officer. In September 1994 Mr. West was again elected to serve as
President and Chief Executive Officer of the Company. Prior to founding
the Company, Mr. West served in various capacities with Tank Service, Inc.,
most recently as President. Tank Service, Inc. was engaged in repair and
maintenance of the tankage in refineries and marketing and pipeline
terminals.
C. William Lee, age 56, is a founder of the Company and has served as its
Vice President-finance and as a director since the Company's inception in
1984. Prior to 1984, Mr. Lee served as Vice President-Finance and
Secretary-Treasurer of Tank Service, Inc.
William P. Wood, age 40, has served as a director of the Company since
November 1989. Mr. Wood has been a general partner of Austin Ventures, a
venture capital firm, for more than the past five years. Mr. Wood is also
a director of VideoTelecom, a manufacturer and marketer of video
teleconferencing systems.
Robert L. Curry, age 73, was elected as a director of the Company effective
in August 1991. Mr. Curry has been retired since 1985. From 1976 to 1985
he was President of Refractory Construction, Inc., a refinery turnaround
company, where he held various other executive positions from 1972 to 1976.
From 1952 to 1972, Mr. Curry held various positions, including Manager of
Refineries, with Apco Oil Corporation, an independent oil and gas company.
Hugh E. Bradley, age 67, was elected as a director of the Company effective
on April 20, 1993. Mr. Bradley retired in October 1993. Previously he had
served as the Division Manager for Texaco Trading & Transportation, Inc.,
Mid-Continent Region from 1988 to 1993. Mr. Bradley is a graduate
Petroleum Engineer from the Colorado School of Mines.
John S. Zink, age 67, was elected as a director of the Company effective on
April 20, 1993. He is President and founder of Zeeco, Inc., Chairman of
the John Zink Foundation and past President and Chairman of the John Zink
Company. Mr. Zink graduated from Oklahoma State University with a degree
in Mechanical Engineering. Mr. Zink belongs to the Mechanical Engineering
Scholastic Fraternity, Pi Tau Sigma, and has been inducted into the O.S.U.
Engineering Hall of Fame. He is a registered Professional Engineer. Mr.
Zink is also a director of Liberty Bank & Trust Company of Tulsa and Unit
Corporation, a drilling and energy company.
The Board recommends that the stockholders vote "For" the election of each
of the above named nominees.
The Board of Directors and its Committees
The Company's Certificate of Incorporation and Bylaws provide that the
number of directors on the Board shall be fixed from time to time by the
Board of Directors but shall not be less than three nor more than 15
persons. The Board in its discretion and in accordance with such authority
has fixed its size at six members. No proxy will be voted for a greater
number of persons than the number of nominees named herein. Directors hold
office until the next annual meeting of the stockholders of the Company or
until their successors have been elected and qualified. Vacancies may be
filled by recommendations from the Nominating Committee, and a majority
vote by the remaining directors. The Company's Board of Directors met nine
times during fiscal year 1996. During fiscal year 1996, each member of the
Board of Directors attended 94% or more of the meetings of the Board of
Directors and the committees of which he was a member.
The Board has three standing committees:
Audit Compensation Nominating
Members: Bradley Curry Bradley
Curry Wood Curry
Lee Zink West
The Audit Committee's functions include making recommendations concerning
the engagement of independent auditors, reviewing with the independent
auditors the plan and results of the auditing engagement, reviewing
professional services provided by the independent auditors, reviewing the
independence of the independent auditors, considering the range of audit
and nonaudit fees and reviewing the adequacy of the Company's internal
accounting controls. The Audit Committee held five meetings during fiscal
1996.
The Compensation Committee's functions include reviewing executive salary
and bonus structure and approving salary and bonus awards to key
executives, and administering the Company's stock option plans and making
grants thereunder. The Compensation Committee held one meeting during
fiscal 1996 and took certain actions by unanimous written consent in lieu
of meetings.
The Nominating Committee was established to make nominations and
recommendations to the Board of Directors for individuals to be presented
to the stockholders for election to the Board of Directors. The Nominating
Committee held one meeting during fiscal 1996. Holders of Common Stock
wishing to recommend a person for consideration as nominee for election to
the Board can do so in accordance with the Company's Bylaws by giving
timely written notice to the Secretary of the Company at 10701 East Ute
Street, Tulsa, Oklahoma 74116, giving each such nominee's name, address,
appropriate biographical information, a description of all arrangements or
understandings between the stockholder and each nominee and any other
person or persons (naming such person or person), and any other information
that would be required in a proxy statement. Any such recommendation
should be accompanied by a written statement from the person recommended,
giving his or her consent to be named as a nominee and, if nominated and
elected, to serve as a director. A notice must be delivered to the
Secretary not later than 80 days prior to the date of any annual or special
meeting; provided, however, that in the event that the date of such annual
or special meeting was not publicly announced by the Company more than 90
days prior to the meeting, notice by the stockholder must be delivered to
the Secretary of the Company not later than the close of business on the
tenth day following the day on which public announcement of the date of
such meeting is communicated to the stockholders. Such notice to the
Secretary must set forth the name and address of the stockholder who
intends to make the nomination and a representation that the stockholder is
a holder of record of stock of the Company entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice.
Director Compensation. During fiscal 1996, the directors who are not
employees of the Company were reimbursed for out-of-pocket expenses
incurred in attending meetings of the Board of Directors and committee
meetings. In addition, each of Messrs. Hugh Bradley, Robert Curry, William
Wood and John Zink received $1,000 each as compensation for serving as
directors, and was granted 10,000 shares of the Company's
stock under the provision of the Matrix Service Company 1995 Nonemployee
Directors' Stock Option Plan.
EXECUTIVE COMPENSATION
The following table summarizes certain information regarding compensation
paid or accrued during each of the Company's last three fiscal years to the
Chief Executive Officer and each of the Company's four other most highly
compensated executive officers (the "Named Officers"):