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Hni Corp – ‘DEFR14A’ on 4/15/98

As of: Wednesday, 4/15/98 · Accession #: 950131-98-2579 · File #: 0-02648

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/15/98  Hni Corp                          DEFR14A                1:65K                                    Donnelley R R & S… 03/FA

Revised Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFR14A     Revised Definitive Proxy Statement                    21    111K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Certain Relationships and Related Transactions Common Stock Deadline For Shareholder Proposals For 1999 Annual Meeting Option/SAR Grants in Last Fiscal Year Restated Stock-Based Compensation Plan
1	1st Page - Filing Submission
4	Common Stock
10	Certain Relationships and Related Transactions
13	Option/SAR Grants in Last Fiscal Year
17	Restated Stock-Based Compensation Plan
20	Deadline For Shareholder Proposals For 1999 Annual Meeting

DEFR14A 1st Page of 21 TOC ↑Top Previous Next ↓Bottom Just 1st
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

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-11(c) or Section 240.14a-12

HON INDUSTRIES INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(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 (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:

-------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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Notes:

DEFR14A 2nd Page of 21 TOC 1st Previous Next ↓Bottom Just 2nd
HON INDUSTRIES Inc.
414 EAST THIRD STREET - P.O. BOX 1109
MUSCATINE, IA 52761-7109
319/264-7400

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The 1998 Annual Meeting of Shareholders of HON INDUSTRIES Inc. (the "Company")
will be held at the Holiday Inn, Highways 61 and 38 North, Muscatine, Iowa, on
Tuesday, May 12, 1998, beginning at 10:30 a.m., in order:

1. To elect four Directors, each for a term of three years.

2. To amend the Articles of Incorporation to increase the authorized
shares of the Company's Common Stock from 100,000,000 to 200,000,000.

3. To transact any other business that may properly be brought before the
meeting or any adjournment thereof.

The holders of record as of the close of business on March 13, 1998, of the
Company's Common Stock, par value $1.00 per share, are entitled to vote at the
meeting.

You are encouraged to attend the meeting. We want to keep you informed of the
Company's activities and progress.

By Order of the Board of Directors,

/s/ James I. Johnson
---------------------------------------------
James I. Johnson
Vice President, General Counsel and Secretary
March 27, 1998

PLEASE MARK, SIGN, DATE, AND RETURN PROMPTLY THE ENCLOSED PROXY CARD IN THE
ENCLOSED POSTAGE PREPAID ENVELOPE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
MEETING.

DEFR14A 3rd Page of 21 TOC 1st Previous Next ↓Bottom Just 3rd
HON INDUSTRIES Inc.
414 East Third Street
Muscatine, Iowa 52761

March 27, 1998

PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 12, 1998

This Proxy Statement is furnished by and on behalf of the Board of Directors of
HON INDUSTRIES Inc. (the "Company" or "HON INDUSTRIES") in connection with the
solicitation of proxies for use at the annual meeting of shareholders of the
Company to be held on May 12, 1998, at the Holiday Inn in Muscatine, Iowa, and
at any adjournment or postponement thereof (the "Annual Meeting").

There were 30,826,307 shares of the Company's common stock, par value $1.00 per
share, (the "Common Stock") outstanding (the "Outstanding Shares") as of the
close of business on March 13, 1998 ("Record Date"). The outstanding share
number does not reflect the Company's recently announced 2-for-1 stock split (to
be effected by a stock dividend) because the stock split was not effective until
after the Record Date. Share amounts set forth herein do not, therefore, reflect
the stock split unless otherwise indicated. Shareholders shall be entitled to
cast one vote per share for election of Directors and one vote per share on all
other matters.

This Proxy Statement and the enclosed proxy card will be first mailed on or
about March 27, 1998, to the holders of shares on the Record Date (the
"Shareholders" or, individually, "Shareholder").

A Shareholder who gives a proxy may revoke it at any time prior to its exercise
by filing with the Secretary a written revocation or a duly executed proxy
bearing a later date. The proxy will be suspended if the Shareholder attends the
meeting and elects to vote in person. Proxies that are signed but unmarked will
be voted as recommended by the Board of Directors.

The Company will treat abstentions and broker non-votes as present at the Annual
Meeting solely for purposes of determining whether or not a quorum exists. Such
non-votes will not be considered to be voting on the matters to which they
pertain and, thus, will not be counted in determining whether the election of
Directors or the amendment to the Articles of Incorporation to increase the
authorized shares of Common Stock from 100,000,000 to 200,000,000 have been
approved by the requisite vote of Shareholders.

Except as described below, the affirmative vote of the holders of two-thirds of
the total Outstanding Shares entitled to vote is required to adopt any motion or
resolution or to take any action at any meeting of Shareholders. The affirmative
vote of the holders of a majority of the total Outstanding Shares entitled to
vote is required and will be sufficient to take any of the following actions
submitted to a vote of Shareholders: (1) any amendment to the Company's Articles
of Incorporation which has been approved or recommended by the Board of
Directors, other than certain such amendments that would amend, limit or
conflict with certain provisions governing shareholder voting requirements and
the Company's Board of Directors (including removal and election); (2) the
election of a class of Directors at any annual meeting of shareholders if (a) at
the annual meeting of shareholders in the third preceding year, an election of
such class was held but no Director of such class was elected because no
candidate received the requisite two-thirds vote, and (b) the term of such class
of Directors was extended for an additional term of three years; and (3) any
other motion, resolution or action which has been approved or recommended by the
Board of Directors of the Company (other than any such motion, resolution or
action regarding (a) the election or removal of Directors, (b) amendment of
certain portions of the Articles of Incorporation, (c) any Corporate Combination
(as defined in the Company's Articles of Incorporation), (d) any partial or
complete liquidation of the Company, (e) any liquidating dividend or
distribution, or (f) any dissolution of the Company).

DEFR14A 4th Page of 21 TOC 1st Previous Next ↓Bottom Just 4th
PROPOSAL NO. 1 - ELECTION OF DIRECTORS

At the Annual Meeting of Shareholders, four Directors are to be elected to hold
office each for a term of three years and until their successors are elected and
shall qualify. The Board of Directors recommends the election of the four
nominees listed below. The named proxies intend to vote for the election of the
four nominees. If, at the time of the meeting, any of such nominees should be
unable or decline to serve, the discretionary authority provided in the proxy
will be exercised to vote for a substitute or substitutes, unless otherwise
directed. The Board of Directors has no reason to believe that any substitute
nominee or nominees will be required.

Set forth below is certain information furnished to the Company by each nominee
and each Director continuing in office after the Annual Meeting.

NOMINEES FOR ELECTION

[Enlarge/Download Table]

Common Stock
As of March 13, 1998
--------------------
Amount and
Principal Occupation and Business Nominated Nature of Percent
Experience During the Past Five Director For Term Beneficial of
Nominees Years Age Since Expiring Ownership Class

Jack D. Chairman of the Board, since 1996, 60 1990 2001 85,337 *
Michaels (1) Chief Executive Officer, since 1991,
President since 1990, HON INDUSTRIES
Inc.

W. August President and Chief Executive Officer, 57 ---- 2001 -0- -0-
Hillenbrand (2) since 1989, and Director, since 1972,
Hillenbrand Industries, Inc. (marketer
and manufacturer of health care,
funeral service, and high security
products, services, and support
programs).

Moe S. Nozari Group Vice President, Consumer and 55 ---- 2001 -0- -0-
Office Markets Group, since 1996;
Division Vice President, Consumer
Markets, 1993-1996, 3M (marketer and
manufacturer of consumer, industrial,
and life science products).

Frank S. Ptak Vice Chairman, since 1996, Executive 54 ---- 2001 500 *
Vice President - Global Automotive and
Industrial Components, 1992-1996,
Illinois Tool Works Inc. (highly
engineered products and systems).

DEFR14A 5th Page of 21 TOC 1st Previous Next ↓Bottom Just 5th
INCUMBENT DIRECTORS

[Enlarge/Download Table]

Common Stock
As of March 13, 1998
-------------------------
Amount and
Principal Occupation and Business Nature of Percent
Continuing Experience During the Past Five Director Term Beneficial of
Directors Years Age Since Expires Ownership Class

Robert L. President, since 1953, Robert L. Katz 72 1995 1999 4,144 *
Katz (3) and Associates (consultants on corporate
strategy); President, since 1975, Cal
Tex Investment Management Co. (venture
capital firm).

Celeste C. Adviser/Consultant, since 1997; Managing 55 1993 1999 2,807 *
Michalski Director, Finance, 1996-1997, Vice
President-Collections - Residence and
Business, 1995-1996, and Managing
Director, Productivity and Process
Improvement, 1995, Telecommunications
Group, NYNEX (telecommunications,
directory publishing, and information
delivery services); and Assistant
Comptroller, 1994-1995, NYNEX;
Comptroller, 1993-1994, New York
Telephone, (largest operating company of
NYNEX).

Richard H. Vice Chairman, since 1979, HON 65 1964 1999 1,851,275(4)(5) 6.01%
Stanley(6) INDUSTRIES Inc.; President, since 1986,
SC Companies, Inc. (private holding
company with subsidiaries offering
engineering, environmental, and
design-build services); Chairman,
since 1984, Stanley Consultants, Inc.
(international consultants engineering,
architecture, planning, and management).

Robert W. Counsel, Baker & McKenzie (an 60 1994 2000 2,575 *
Cox (7) international law firm); Chairman of the
Policy Committee, 1992-1994, Managing
Partner and Chairman of the Executive
Committee and the Strategic Planning
Committee, 1984-1992, Baker & McKenzie.

Stanley M. Chairman Emeritus, since 1996, Chairman, 74 1958 2000 1,738,001(4)(8) 5.64%
Howe 1984-1996, President, 1964-1990, Chief
Executive Officer, 1979-1991, HON
INDUSTRIES Inc.

DEFR14A 6th Page of 21 TOC 1st Previous Next ↓Bottom Just 6th
[Enlarge/Download Table]

Common Stock
As of March 13, 1998
-----------------------
Amount and
Principal Occupation and Business Nature of Percent
Continuing Experience During the Past Five Director Term Beneficial of
Directors Years Age Since Expires Ownership Class

Lorne R. Retired Executive Vice President, 64 1994 2000 4,676 *
Waxlax (9) Diversified Group of The Gillette
Company (marketer and manufacturer of
personal care and use products).
Director of various corporations.

W. James Chairman, since 1996, Chief Executive 55 1988 1998 1,395 *
Farrell (10) Officer and Director, since 1995,
President, 1994-1995, Illinois Tool
Works Inc. (highly engineered products
and systems); Executive Vice President
and President, 1983-1994, Specialty
Mechanical and Finishing Systems Group,
Illinois Tool Works Inc.

Michael S. Senior Vice President, Engineering, 60 1980 1998 6,903 *
Plunkett (11) Technology and Human Resources,
1986-1997, and Director, 1986-1993,
Deere & Company (mobile power machinery).

Herman J. Retired Vice Chairman of Mobil Oil 81 1980 1998 3,672 *
Schmidt (12) Corporation. Director of various
corporations.

-------------------
* Less than 1 percent.

Notes

(1) Mr. Michaels is also a director of Huffy Corporation, which has a class of
securities registered with the Securities and Exchange Commission.

(2) Mr. Hillenbrand is also a director of DPL Inc., which is the parent company
of The Dayton Power and Light Company, and has a class of securities
registered with the Securities and Exchange Commission.

(3) Dr. Katz is also a director of Newell Co., which has a class of securities
registered with the Securities and Exchange Commission. See "Certain
Relationships and Related Transactions" on page 8.

(4) Figures include shares held by or for the benefit of certain family members
of Mr. Howe, 338,851 and Mr. Stanley, 92,736. Each Director disclaims
"beneficial ownership" of such respective shares.

DEFR14A 7th Page of 21 TOC 1st Previous Next ↓Bottom Just 7th
(5) Includes 8,072 shares beneficially and indirectly owned by Mr. Stanley as
co-trustee of the C. Maxwell Stanley and Elizabeth M. Stanley Real Estate
Trust. Also includes 1,250,552 shares owned by The Stanley Foundation,
13,088 shares owned by E & M Charities, and 371,000 shares owned by the
Holthues Trust. Mr. Stanley is Chairman, President and a director of The
Stanley Foundation, a director of E & M Charities, and President and a
director of the Holthues Trust and, as such, shares voting and dispositive
powers as to shares held by such entities, of which he disclaims
"beneficial ownership."

(6) Mr. Stanley also serves as a Director of Dover Resources, Inc., a
subsidiary of Dover Corporation, a diversified manufacturer of industrial
products.

(7) Mr. Cox is also a director of Carey International, Inc., which has a class
of securities registered with the Securities and Exchange Commission.

(8) Includes 197,316 shares owned by The Howe Foundation. Mr. Howe is President
of The Howe Foundation and, as such, shares voting and dispositive powers
as to shares held by such entity. Also includes 95,819 shares owned by the
Charitable Lead Trust for the Benefit of Iowa State University. Mr. Howe is
Trustee of the trust and has sole voting and dispositive powers as to
shares held by such entity. Mr. Howe disclaims "beneficial ownership" of
such shares held by the Foundation and the Trust.

(9) Mr. Waxlax is also a director of Clean Harbors Inc., Quaker State
Corporation, BJ's Wholesale Club Inc., and Homebase Inc., each of which has
a class of securities registered with the Securities and Exchange
Commission.

(10) Mr. Farrell is also a director of Morton International, Inc., Premark
International, Inc., and The Quaker Oats Company, each of which has a class
of securities registered with the Securities and Exchange Commission. Mr.
Farrell is not standing for re-election as a Director of the Company.

(11) Mr. Plunkett is also a director of Bank One, Quad Cities, NA, which has a
class of securities registered with the Securities and Exchange Commission.
Mr. Plunkett is not standing for re-election as a Director of the Company.

(12) Mr. Schmidt is also a director of H.J. Heinz Co., which has a class of
securities registered with the Securities and Exchange Commission. Mr.
Schmidt is not standing for re-election as a Director of the Company.

DEFR14A 8th Page of 21 TOC 1st Previous Next ↓Bottom Just 8th
Beneficial Owners of Common Stock

The following table sets forth information known as of March 13, 1998, with
respect to any person who is known to the Company to be the beneficial owner of
more than 5 percent of the Company's Common Stock. The table also includes any
non-Director executive officers included in the Summary Compensation Table. For
information regarding Director stock ownership, see "Election of Directors."

[Download Table]

Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class

State Farm Insurance Companies 3,683,200 11.95%
One State Farm Plaza
Bloomington, Illinois 61701

Stanley M. Howe 1,738,001(1) 5.64%
1124 Oakland Drive
Muscatine, Iowa 52761

Terrence L. and Loretta B. Mealy 1,712,504 5.56%
301 East Second Street
Muscatine, Iowa 52761

George J. Koenigsaecker III 42,364 *

David C. Stuebe 2,950 *

Thomas K. Miller 6,389 *

David W. Strohl 1,039 *

All Directors and Officers as a Group 2,029,102(2) 6.58%

-------------------
* Less than 1 percent.

Notes

(1) See Note (4) on page 4 and Note (8) on page 5.

(2) After elimination of duplication caused by shared voting or dispositive
powers of certain stock listed in the above table. Includes shares held by
or for the benefit of certain family members of Mr. Stanley, as to which he
disclaims "beneficial ownership." See Note (4) on page 4.

DEFR14A 9th Page of 21 TOC 1st Previous Next ↓Bottom Just 9th
Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Directors and officers, and persons who own more than 10 percent of a registered
class of the Company's equity securities, to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock, and to furnish the Company with copies of all such
reports they file. To the Company's knowledge, based solely on a review of the
copies of such reports furnished to the Company and written representations that
no other Forms 5 were required, during the fiscal year ended January 3, 1998,
all Section 16(a) filing requirements applicable to its officers, Directors, and
greater than 10 percent beneficial owners were complied with, except Mr. Howe
inadvertently failed to timely file one report on Form 4 for July 1997 covering
one transaction in Company securities.

Board Meetings, Committees, and Fees

The Board of Directors held four regular meetings, one special meeting and four
telephone meetings during the last fiscal year. The Board has three standing
committees which deal with audit matters, compensation, and corporate
governance, including nominations to the Board. Each Director has attended at
least 75 percent of all committee and Board meetings.

The Audit Committee consists of Celeste C. Michalski and Michael S. Plunkett. It
met four times during the last fiscal year. The Committee recommends selection
of independent auditors and verifies auditors' performance, fees, and audit
plans. The Committee also reviews the annual financial statements, the auditors'
management letter with both outside auditors and management, the annual pension
and profit-sharing audits, nonaudit services provided by outside auditors, the
Company's insurance coverage and any other financial matters as directed by the
Board.

The Human Resources and Compensation Committee is comprised of Lorne R. Waxlax,
W. James Farrell, and Richard H. Stanley. It met four times during the last
fiscal year. The Committee reviews executive compensation, benefit programs for
all employees, management's recommendations on election of officers and human
resources development.

The Public Policy and Corporate Governance Committee is comprised of Robert L.
Katz, Robert W. Cox, and Herman J. Schmidt. It met four times during the last
fiscal year. The Committee monitors social accountability, recommends changes in
Board size, oversees committee jurisdiction and assignments and proposes
nominees for election to the Board of Directors. The Committee will consider
candidates for Board membership recommended in writing by shareholders by the
deadline for shareholder proposals. See "Deadline For Shareholder Proposals For
1999 Annual Meeting."

Each non-employee Director receives an annual retainer of $20,000. From May 13,
1997 to May 11, 1998, non-employee Directors were required to receive 10 percent
of their annual retainers in the form of shares of Common Stock of the Company,
and, under the 1997 Equity Plan for Non-Employee Directors of HON INDUSTRIES
Inc. (the "Director Plan"), were permitted to elect to receive up to 100 percent
of their remaining retainers (and any additional fees received for service as
non-employee Directors, all as described below) in stock. Beginning May 12,
1998, Directors will no longer be required to receive any portion of their
annual retainers in the form of shares of Common Stock. However, the Company
continues to encourage Directors to acquire and hold Common Stock. Directors can
acquire Common Stock in several ways. Under the Director Plan, Directors are
entitled to receive up to 100 percent of their retainers and other fees in the
form of shares of Common Stock. In addition, each non-employee Director is
eligible to receive awards of options to purchase Common Stock of the Company,
restricted stock or common stock grants, or any combination thereof, or such
amounts as the Board of Directors may authorize under the Director Plan. In
1997, each non-employee Director was granted 300 shares of Common Stock of the
Company under the Director Plan. All shares of Common Stock issued in lieu of
cash retainer amounts or other Directors' fees (as described below) have
heretofore been issued pursuant to the Company's amended and restated 1995
Stock-Based Compensation Plan (the "Restated Stock-Based Compensation Plan") or
the Director Plan. Each Director also receives $1,000 for each regular or
special Board meeting, $1,000 for each special committee meeting, and $500 for
each regular meeting of a committee of which the Director is a member. Directors
also receive an additional $1,000 for each meeting attended if they are required
to travel six hours or more on a round-trip basis. Each Director receives a $500
fee for each Board or committee meeting held by telephone conference or meetings
attended at the request of the Chairman of the Board. Directors are also paid
travel and related expenses for meetings attended. Directors who are employees
of the Corporation do not receive additional compensation for service on the
Board of Directors.

DEFR14A 10th Page of 21 TOC 1st Previous Next ↓Bottom Just 10th
Certain Relationships and Related Transactions

On November 15, 1995, Robert L. Katz and Associates, of which Dr. Katz is
President, entered into a one-year agreement with the Company to provide certain
consulting services for $5,000 per month. The agreement also provides for
reimbursement of travel expenses and other reasonable out-of-pocket costs
incurred on the Company's behalf and is automatically renewed each year unless
notice of cancellation is given no later than 90 days prior to the end of the
one-year term. The agreement has been renewed for 1998. In 1997, the Company
paid Robert L. Katz and Associates a total consulting fee of $60,000, plus
$10,459 of expense reimbursement, for services rendered.

In 1997, the Company purchased real estate adjacent to its existing facilities
from several real estate owners in connection with the Company's warehouse
expansion project in Muscatine, Iowa. Included in this real estate were several
parcels owned by The Terrence L. Mealy and Loretta B. Mealy Charitable Remainder
Trust (the "Trust"). Mr. and Mrs. Mealy are trustees of the Trust and are
beneficial owners of approximately 5.56% of the outstanding Common Stock of the
Company. Mr. and Mrs. Mealy had owned these parcels for many years.
Approximately $297,600 was paid to the Trust in a negotiated arms-length
transaction for the parcels of real estate.

Required Vote

Approval of the election of the above nominees as Directors requires the
affirmative vote of the holders of two-thirds of the total Outstanding Shares
entitled to vote at the Annual Meeting.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR THE ELECTION OF THE
ABOVE NOMINEES AS DIRECTORS. PROXIES RECEIVED BY THE BOARD OF DIRECTORS WILL BE
SO VOTED UNLESS SHAREHOLDERS SPECIFY IN THEIR PROXIES A CONTRARY CHOICE.

DEFR14A 11th Page of 21 TOC 1st Previous Next ↓Bottom Just 11th
EXECUTIVE COMPENSATION

The following table sets forth the compensation awarded to, earned by, or paid
to the Company's Chief Executive Officer and the other four most highly
compensated executive officers of the Company (determined by reference to 1997)
for the years indicated:

Summary Compensation Table

[Enlarge/Download Table]

Annual Long-Term
Compensation Compensation
------------- ------------
Awards Payouts
------ -------
Other Securities
Annual Restricted Underlying All Other
Name and Compen- Stock Options/ LTIP Compen-
Principal Fiscal Salary/1/ Bonus/2/ sation/3/ Awards/4/ SARs/5/ Payouts/6/ sation/7/
Position Year ($) ($) ($) ($) (#) ($) ($)

Jack D. Michaels 1997 471,667 490,196 16,836 22,500 465,283 234,368
Chairman, President and 1996 448,333 460,000 10,852 152,684 135,879
Chief Executive Officer 1995 413,333 128,000 17,364 283,592 94,240

George J. 1997 293,333 255,128 13,347 15,000 323,309 106,876
Koenigsaecker III 1996 258,611 210,000 7,846 58,708
President, The HON 1995 235,405 69,000 8,452 51,163
Company

David C. Stuebe 1997 227,333 174,030 10,632 7,500 82,639
Vice President and 1996 216,667 165,000 10,430 38,692
Chief Financial Officer 1995 206,668 100,000 900

Thomas K. Miller 1997 152,333 71,572 15,248 3,500 39,628
Vice President, 1996 149,766 66,000 11,064 34,161
Marketing and 1995 144,135 22,000 4,026 82,051 13,838
International

David W. Strohl 1997 144,000 69,679 10,493 3,500 33,751
Vice President, 1996 135,333 62,000 8,742 19,572
Technical Development 1995 122,467 19,000 8,461 16,915

--------------------
Notes

/1/ These figures and others on this Table include amounts deferred, if any, in
respect of fiscal 1997, 1996, and 1995 compensation but do not include any
interest that may have accrued on any deferred compensation under the Company's
Salary Deferral Plan. The Plan permits an executive to elect to defer any
combination of salary, bonus, or LTIP income. The Plan provides for interest to
be paid on any deferred amounts at an annual rate, compounded quarterly, equal
to one percent above the prime rate of The Northern Trust Company, Chicago,
Illinois, effective as of the first business day of the year.

/2/ The figures for bonuses reflect the awards of executive bonuses for the
relevant fiscal years under the Company's Executive Bonus Plan. The executive
bonuses are payable in February following the fiscal year for which they are
earned, subject generally to a participant's continued employment with the
Company at the time of payment. Mr. Stuebe became employed by the Company in
fiscal 1994. The amounts included for Mr. Stuebe reflect an executive bonus
payment of $100,000 for fiscal 1995 that the Company agreed to pay in connection
with his acceptance of employment.

DEFR14A 12th Page of 21 TOC 1st Previous Next ↓Bottom Just 12th
/3/ The figures in this column reflect cash profit-sharing payments; interest on
LTIP Payouts; and relocation expenses. In the 1997, 1996, and 1995 fiscal years,
the Company made the following payments under the Cash Profit-Sharing Plan: Mr.
Michaels - $10,632; $8,880; $8,572; Mr. Koenigsaecker - $9,080; $7,846; $8,452;
Mr. Stuebe - $10,632; $8,880; $-0-; Mr. Miller - $10,632; $8,880; $4,026; and
Mr. Strohl - $10,493; $8,742; $8,461. The Company's Cash Profit-Sharing Plan is
generally applicable to all members. Cash profit-sharing is earned on a non-
fiscal year cycle. Interest payments for fiscal years 1997, 1996, and 1995 on
LTIP Payouts to Mr. Michaels were $6,204; $1,972; and $8,792, respectively; in
fiscal years 1997 and 1996, interest payments on LTIP Payouts to Mr. Miller were
$4,616 and $2,184, respectively; and in fiscal year 1997, interest payments on
LTIP Payouts to Mr. Koenigsaecker were $4,267. The Company made taxable
relocation expense reimbursements of $1,550 and $-0- in the 1996 and 1995 fiscal
years for Mr. Stuebe.

/4/ In the 1995 fiscal year, Mr. Koenigsaecker received $225 in lieu of, but in
rate and amount equal to, dividends on the unvested portion of his 1992
restricted stock award, the final portion of which vested in the 1995 fiscal
year. No restricted stock awards to any executive officer are currently
outstanding.

/5/ These numbers represent options for shares of the Common Stock of the
Company granted pursuant to the Company's Restated Stock-Based Compensation
Plan. See the next table labeled "Option/SAR Grants in Last Fiscal Year."

/6/ These payouts vested in the designated fiscal periods. The 1997 LTIP Payout
for Mr. Michaels represents cumulative appreciation over a five-year period
starting January 1, 1993 on 300,000 units of permanent capital of HON INDUSTRIES
Inc. and, at the discretion of the Board of Directors, has been wholly paid in
fiscal 1998. The appreciation consisted of $62,880 in 1993, $84,442 in 1994,
$73,495 in 1995, $113,746 in 1996 and $130,720 in 1997. See discussion of
Executive Long-Term Incentive Compensation Plan on page 15 hereof.

/7/ Included are Company contributions to the HON Members Company Ownership Plan
and the HON INDUSTRIES Inc. Profit-Sharing Retirement Plan, as well as the
dollar value of Company-paid life insurance under the HON INDUSTRIES Inc.
Flexible Benefits Plan, all of which are generally applicable to all members.
The amounts paid under the HON Members Company Ownership Plan in the 1997, 1996,
and 1995 fiscal years were as follows: Mr. Michaels - $3,211; $2,976; $3,003;
Mr. Koenigsaecker - $3,211; $2,976; $3,003; Mr. Stuebe - $3,211; $2,976; $-0-;
Mr. Miller - $3,211; $2,976; $3,003; and Mr. Strohl - $3,211; $2,976; $3,003.
The amounts paid under the HON INDUSTRIES Inc. Profit-Sharing Retirement Plan in
the 1997, 1996, and 1995 fiscal years were as follows: Mr. Michaels - $13,634;
$12,328; $11,645; Mr. Koenigsaecker - $12,541; $11,138; $11,331; Mr. Stuebe -
$13,634; $12,328; $-0-; Mr. Miller - $13,634; $11,001; $7,192; and Mr. Strohl -
$13,634; $12,328; $11,645. The dollar value of Company-paid life insurance under
the HON INDUSTRIES Inc. Flexible Benefits Plan in the 1997, 1996, and 1995
fiscal years were as follows: Mr. Michaels - $1,404; $900; $900; Mr.
Koenigsaecker - $884; $576; $576; Mr. Stuebe - $900; $900; $900; Mr. Miller -
$900; $792; $884; and Mr. Strohl - $524; $438; $380. This column also includes
amounts equal to the value of Company Common Stock paid in respect of the 1997,
1996, and 1995 fiscal years under the Company's ERISA Supplemental Retirement
Plan, as follows: Mr. Michaels - $216,119; $119,675; $78,692; Mr.
Koenigsaecker - $90,240; $44,018; $36,253; Mr. Stuebe - $64,894; $22,488; $-0-;
Mr. Miller - $21,883; $19,392; $2,759; and Mr. Strohl - $16,382; $3,830; $1,887.
Under this Plan, certain executives receive certain benefits in the form of
Company Common Stock equal in value to benefits they would have received under
certain Company ERISA plans and the Company's Cash Profit-Sharing Plan but for a
$150,000 earnings cap for years prior to 1997 and a $160,000 earnings cap for
1997. The number of shares of Company Common Stock to be paid is determined by
dividing the value of such benefits by the average of the closing prices of a
share of the Company's Common Stock for each trading day of the last calendar
quarter of the most recent calendar year immediately preceding the date of
payment, with cash payable in lieu of any fractional share. The Common Stock is
issued under the Company's Restated Stock-Based Compensation Plan, and may not
be transferred while the recipient remains employed by the Company.

DEFR14A 13th Page of 21 TOC 1st Previous Next ↓Bottom Just 13th
Stock Options

The following table contains information concerning the grant of stock options
under the Company's Restated Stock-Based Compensation Plan to the Named
Executive Officers for the year ended January 3, 1998, all of which are
reflected in the Company's Summary Compensation Table.

Option/SAR Grants in Last Fiscal Year

[Enlarge/Download Table]

Individual Grants
--------------------------------------------------------------------
Potential Relizable Value At
Assumed Annual Rates
Number of Percent of of Stock Price Appreciation
Securities Total Options/ For Option Term/3/
Underlying SARs Granted ------------------
Option/SARs to Employees Exercise or Base 5% 10%
Name Granted/1/(#) in Fiscal Year Price ($/Share)/2/ Expiration Date ($) ($)
---- ------------- ---------------- ------------------ --------------- --- ---

Jack D. Michaels 22,500 28.8% $49.00 May 13, 2007 $693,356 $1,757,101
George J.
Koenigsaecker III 15,000 19.2% 49.00 May 13, 2007 462,238 1,171,401
David C. Stuebe 7,500 9.6% 49.00 May 13, 2007 231,119 585,700
Thomas K. Miller 3,500 4.5% 49.00 May 13, 2007 107,855 273,327
David W. Strohl 3,500 4.5% 49.00 May 13, 2007 107,855 273,327

_______________

/1/ The options were granted pursuant to the Company's Restated Stock-Based
Compensation Plan which was approved by the Shareholders. All options granted
under the Restated Stock-Based Compensation Plan in 1997 are non-qualified stock
options. No stock appreciation rights were granted under the Restated Stock-
Based Compensation Plan in 1997.

/2/ The average of the high and low transaction prices of a share of Common
Stock on May 13, 1997, the date of grant, was $49.00 per share. The exercise
price may be paid (a) in cash, or (b) in shares of Common Stock valued at fair
market value on the date of delivery, or (c) by authorizing the Company to
withhold shares of Common Stock which would otherwise be delivered upon exercise
of the option, having a fair market value equal to the purchase price payable by
reason of the exercise, or by a combination of (a), (b) or (c). The options
become exercisable at the end of four years after the grant date. Upon a change
in control (as defined in the Restated Stock-Based Compensation Plan), all
options then outstanding become immediately exercisable in full and remain
exercisable for the remaining term of the option. Those participants who
terminate employment due to disability may exercise options which are vested as
of the date of disability until the earlier of the expiration date of the option
or the first anniversary of the date of disability. The representative of
participants whose employment is terminated due to death may exercise options
which are vested as of the date of death until the earlier of the expiration
date of the option or the first anniversary of the date of death. Those
participants who terminate employment due to retirement may exercise options
which are vested as of the date of retirement until the earlier of the
expiration of the option, or, the third anniversary of the date of retirement.
Those participants who terminate employment for any other reason (except
termination "for cause" in which case no additional exercise period is provided)
may exercise options which are vested as the date of termination until the
earlier of the expiration of the option or the end of the thirtieth day
following the date of termination. Except as set forth above, all options
terminate upon termination of employment.

/3/ Calculated on option terms of ten years beginning May 13, 1997, through May
13, 2007, with annual compounding. The dollar amounts under these columns are
the result of calculations at the 5 percent and 10 percent rates set by the
Securities and Exchange Commission and therefore are not intended to forecast
possible future appreciation of the Common Stock of the Company. The Company did
not use an alternative formula for a grant date valuation, as the Company is not
aware of any formula which will determine with reasonable accuracy a present
value based on future unknown or volatile factors.

DEFR14A 14th Page of 21 TOC 1st Previous Next ↓Bottom Just 14th
Option Exercises and Holdings

The following table sets forth information with respect to the Named Executive
Officers concerning the exercise of options and the unexercised options held as
of January 3, 1998. None of the Named Executive Officers exercised any stock
options.

Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option/SAR Values

[Enlarge/Download Table]

Number of Securities
Underlying Unexercised Options/SARs Value of Unexercised In-The-Money
At Fiscal Year-End/1/ Options/SARs At Fiscal Year-End/2/
(#) ($)
---------------------------------------------------------------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---------------------------- ---------------------- ----------------------- --------------------- ---------------------

Jack D. Michaels -0- 22,500 -0- 185,625
George J. Koenigsaecker III -0- 15,000 -0- 123,750
David C. Stuebe -0- 7,500 -0- 61,875
Thomas K. Miller -0- 3,500 -0- 28,875
David W. Strohl -0- 3,500 -0- 28,875

_____________
/1/ The number of unexercised options includes non-qualified stock options
granted under the Company's Restated Stock-Based Compensation Plan. No SARs
were issued or outstanding as of January 3, 1998, under the Restated Stock-Based
Compensation Plan.

/2/ The value of "in-the-money" options is calculated on a per share basis as
the amount, by which the fair market value of a share of the underlying Common
Stock represented by an option exceeds, as of January 3, 1998, the per share
exercise price of the option.

DEFR14A 15th Page of 21 TOC 1st Previous Next ↓Bottom Just 15th
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, that might incorporate future filings,
including this Proxy Statement, in whole or in part, the following Performance
Graph and the Report of the Human Resources and Compensation Committee of the
Board of Directors of the Company on Executive Compensation shall not be
incorporated by reference into any such filings.

Performance Graph
Comparison of Five Year Cumulative Total Return Among
S & P 500 Index, Office Furniture Industry Group and the Company

Total Return
Stock Price Plus Reinvested Dividends

[GRAPH APPEARS HERE]

[Download Table]

S&P
HONI OFIG* 500 INDEX
------- ------- ---------

1992 $100.00 $100.00 $100.00
1993 $116.58 $140.92 $110.03
1994 $117.34 $120.63 $111.53
1995 $103.72 $129.06 $153.29
1996 $147.28 $198.30 $188.37
1997 $262.95 $302.05 $251.13

*The Office Furniture Industry Group is a composite peer index constructed by
the Company and weighted by market capitalization, which includes the following
companies: Herman Miller, Inc.; Kimball International, Inc.; La-Z-Boy Inc.;
Shelby Williams Industries, Inc. and TAB Products Company.

The total return assumes $100 invested in the Company's Common Stock on December
31, 1992, and in each of the S & P 500 Index and Office Furniture Industry Group
Stocks on December 31, 1992. It includes reinvestment of dividends and is based
on the closing stock price on the last trading day of the Company's fiscal year
for the Company and the last trading day of December for each corresponding year
for both the S & P 500 Index and Office Furniture Industry Group.

The comparative performance of the Company's Common Stock against the indexes as
depicted in this graph is dependent on the price of stock at a particular
measurement point in time. Since individual stocks are more volatile than
broader stock indexes, the perceived comparative performance of the Company's
Common Stock may vary based on the strength or weakness of the stock price at
the new measurement point used in each future proxy statement graph. For this
reason, the Company does not believe that this graph should be considered as the
sole indicator of Company performance.

DEFR14A 16th Page of 21 TOC 1st Previous Next ↓Bottom Just 16th
Report of the Human Resources and Compensation Committee
of the Board of Directors of the Company
on Executive Compensation

Overall Policy. The Company's executive compensation program is designed to be
linked to Company performance. To this end, the Company has developed an
overall compensation strategy and specific compensation plans that tie executive
compensation to the Company's success in meeting its business goals and
objectives.

The executive compensation strategy is designed to: (i) ensure the total program
will be able to attract, motivate, and retain executives of the highest quality;
(ii) relate total compensation to individual executive performance and the
performance of the business unit he or she manages; and (iii) provide incentives
for high levels of performance.

The Company also believes executive compensation should be subject to
independent review. All matters pertaining to executive compensation are
submitted to the non-employee Directors of the Board for approval following
review and recommendation by the Committee. The Committee is comprised of three
non-employee Directors. The Committee met four times during fiscal 1997.

Operating within the framework of a statement of duties and responsibilities
established by the Board of Directors, the Committee's role is to assure the
Company's: (1) compensation strategy is aligned with the long-term interest of
the shareholders; (2) compensation structure is fair and reasonable; and (3)
compensation reflects both Company and individual performance. In discharging
its responsibilities, the Committee utilizes broad-based, comparative
compensation surveys of the durable goods manufacturing industry developed by
independent professional organizations. The Committee believes that these
surveys provide a better basis for salary determination than surveys of the
Office Furniture Industry Group in the Performance Graph which omits key Company
competitors that are privately held.

In 1993, changes were made to the federal corporate income tax law that limit
the ability of public companies to deduct compensation in excess of $1 million
paid annually to each of the chief executive officer and the other four most
highly compensated executive officers. There are exemptions from this limit,
including exemptions for compensation that is based on the attainment of
performance goals that are established by the Committee and approved by the
Company's shareholders. It is the Committee's policy to seek to qualify
executive compensation for deductibility where practicable and to the extent
that such policy is consistent with the Company's overall objectives in
attracting, motivating, and retaining its executives. The Committee intends
that awards of stock options and stock appreciation rights ("SARs") under the
Restated Stock-Based Compensation Plan will qualify for deductibility. Finally,
as it deems necessary, the Committee may consider the deferral of payment of any
nondeductible compensation to the chief executive officer and the other four
highest paid executives until the payment of such compensation is determined to
be tax deductible by the Company.

Executive Compensation Program. The Company's executive compensation program
consists of the following components:

Base Salary. Base salaries are initially determined by evaluating the
responsibilities of a position, the experience of a candidate, his or her prior
compensation, and compensation for positions having similar scope and
accountability within the Company and comparable companies. In general, the
Company uses as a guide the middle range of base compensation in surveys of the
durable goods manufacturing industry. While some of the companies in the peer
group chosen for comparison of shareholder returns in the Performance Graph on
page 13 may be included in the surveys considered by the Committee in setting
executives' salaries, there is no set peer group against which those salaries
are measured. Instead, the Company reviews broader-based data for the durable
goods manufacturing industry and, when available, industry specific data
relative to a particular position. In prior years, salary reviews have been
conducted annually for executive officers by considering an executive's
performance, changes in his or her responsibilities, and by reference to salary
surveys for comparably situated executives with companies of similar size in the
durable goods manufacturing industry. The Company has adopted a policy that an
executive's eligibility for an increase will not be on an annual basis, but will
be reviewed on an individual basis. That review will include factors such as
level of job performance, job content, current level of compensation compared to
market survey data, time since last increase, equity with similar positions and
market factors.

Executive Bonus Plan. For fiscal 1997, there were 70 participants in the
Company's Executive Bonus Plan, as amended ("Bonus Plan"). Bonuses are normally
awarded annually based upon the Company's or an operating unit's fiscal year
performance. The goals of the Bonus Plan are to motivate and reward Company,
business unit, and individual accomplishments. Performance

DEFR14A 17th Page of 21 TOC 1st Previous Next ↓Bottom Just 17th
criteria include achievement of annual profitability objectives by operating
units and meeting personal achievement objectives established for each
participant based upon the participant's position and responsibilities. The
bonus award for each fiscal year for a participant is determined by the Board of
Directors.

In order to earn and receive payment, the participant must be employed with the
Company through the date of payment. Bonuses are awarded and paid in cash. In
lieu of cash payments, executives may elect to take shares of the Company's
Common Stock pursuant to the terms of the Restated Stock-Based Compensation
Plan. The Bonus Plan provides that any award will be paid by March 1 of the
next succeeding year.

Executive Long-Term Incentive Compensation Plan. There are currently 10
participants in the Company's Executive Long-Term Incentive Compensation Plan
("LTIP"), including operating company presidents and certain key corporate
officers. Its purpose is to focus the attention of senior executives on the
long-term financial performance of the Company and to strengthen the ability of
the Company to attract, motivate, and retain senior executives of high caliber.

Awards made under the LTIP are in the form of rights to the appreciation, over a
five-year period (unless otherwise designated by the Board of Directors) in the
value of units of permanent capital of the Company and/or one of its operating
companies. Appreciation is measured on a net cumulative basis over the award
period. Under the LTIP, permanent capital may be defined by the Board of
Directors and generally means total assets less current liabilities (excluding
current portions of long-term debt and capital lease obligations). Appreciation
is defined as after-tax net income exclusive of non-operating items such as
gains and losses from sales of assets and sales, transfers, or redemptions of
permanent capital, and certain other extraordinary and non-operating items.
Each unit of permanent capital is equal to one dollar. The size of an award is
dependent upon the impact the executive has on the long-term realization of
Company and/or business unit sales and profits. Maximum amounts are not
specified, but are dependent upon the net cumulative appreciation or net growth
in the permanent capital of the relevant business unit during the period, which
is itself based on such business unit's financial and business performance and
is governed by such practical limitations as the size of the market, the rigors
of competition, and the business unit's manufacturing capacity. The ultimate
value of an award payout, which is equal to the net cumulative appreciation, if
any, on units of permanent capital, is dependent on the financial performance of
the Company and/or the applicable business unit.

Rights to award payouts become vested, unless participant's employment has been
terminated previously, at the end of the award period or on death, disability,
retirement at age 62, or change in corporate control. Award payouts are made in
cash in three equal installments over three fiscal years unless the Board of
Directors approves a different payout schedule. In lieu of payments, executives
may elect to receive shares of the Company's Common Stock pursuant to the terms
of the Restated Stock-Based Compensation Plan.

In 1997, only one LTIP grant was made to an executive officer who is not one of
the Named Executive Officers.

Restated Stock-Based Compensation Plan. The Restated Stock-Based Compensation
Plan authorizes, among other things, the grant of stock options and SARs to
participants, including the Company's executives. The grant of stock options
and SARs is intended to further the growth, development, and financial success
of the Company by providing additional incentives to key employees and assist
them to become owners of capital stock of the Company and thus to benefit
directly from its growth, development and financial success. Stock option
grants will also enable the Company to attract and retain the services of
executives considered essential to the long-range success of the Company by
providing them with a competitive compensation package and an opportunity to
become owners of capital stock of the Company. In 1997, stock options were
awarded to 12 participants in the Restated Stock-Based Compensation Plan
comprised of certain key executives. Awards were based on market survey data on
long-term incentive compensation for executives in similar positions and
individual performance of each executive.

The Company's policy is that participants receiving awards under the Restated
Stock-Based Compensation Plan do not receive awards under the LTIP in the same
year.

Executive Stock Ownership Policy. The Company has adopted an Executive Stock
Ownership Policy based upon the belief that key executives who can impact
shareholder value through their achievements should own significant amounts of
HON INDUSTRIES Common Stock. Under this Policy, executives are required to
acquire and hold a minimum amount of Common Stock of the Company based on their
position and responsibilities. Such Common Stock ownership will align the
interests of key

DEFR14A 18th Page of 21 TOC 1st Previous Next ↓Bottom Just 18th
executives with shareholder interests and provide a personal benefit from the
success of the Company. The exercise of stock options provides one of several
means by which key executives can satisfy this Policy.

Chief Executive Officer Compensation. In determining Jack D. Michaels'
compensation, the Committee considers the Company's success in meeting its
performance goals in the areas of profitability, return on equity, sales growth,
financial soundness, member relations, and corporate citizenship, as well as the
assessment of the Committee and the Board of Directors of Mr. Michaels'
individual performance. The Committee also considers the compensation levels of
chief executive officers as shown by reputable independent surveys for
organizations of equivalent size in the durable goods manufacturing industry.
Overall, profitable sales growth, return on equity, and achievement of related
strategic business objectives are the primary measures of the Chief Executive
Officer's performance.

In August 1997, Mr. Michaels' base salary was increased from $460,000 to
$488,000. This increase reflected the overall performance and growth of the
Company since his previous increase in May 1996.

In the 1997 fiscal year, net sales reached $1.36 billion and net income and
earnings per share increased 27.7 percent and 28.3 percent, respectively, all of
which set new records for the Company. The Company's return on average
shareholders equity was 35.3 percent in fiscal 1997.

Under the Bonus Plan, Mr. Michaels received an award of $490,196 in respect of
fiscal 1997 compared to an award of $460,000 for fiscal 1996. The higher award
for 1997 reflected the record Company earnings and sales, the successful
attainment of other strategically important objectives, including achievement of
his personal Board-approved objectives, the acquisition of three office
furniture companies, and Mr. Michaels' leadership in strategically positioning
the Company for profitable growth in the future.

Under the Restated Stock-Based Compensation Plan, Mr. Michaels was granted an
award of options to purchase 22,500 shares of Common Stock of the Company at an
exercise price of $49.00 per share. These options will vest at the end of four
years after the grant date and will expire at the end of ten years after the
grant date. This award was based on survey data of chief executive officers'
long-term incentive compensation and Mr. Michaels' performance. Mr. Michaels did
not receive an award in 1997 under the Long-Term Incentive Compensation Plan.

HUMAN RESOURCES AND COMPENSATION COMMITTEE
Lorne R. Waxlax, Chairperson
W. James Farrell
Richard H. Stanley

Compensation Committee Interlocks and Insider Participation

During fiscal 1997, the Human Resources and Compensation Committee was comprised
of Messrs. Waxlax, Farrell, and Stanley, none of whom is a current or former
officer of the Company. There are no interlocking board memberships between
officers of the Company and any member of the Committee.

PROPOSAL NO. 2 - AMENDMENT OF THE ARTICLES OF INCORPORATION TO INCREASE
THE AUTHORIZED SHARES OF COMMON STOCK FROM 100,000,000 TO 200,000,000

On February 11, 1998, the Board of Directors adopted, subject to shareholder
approval, an amendment to the Company's Articles of Incorporation to increase
the authorized number of shares of Common Stock, par value $1.00 per share
("Common Stock"), from 100,000,000 to 200,000,000 shares. As of the Record Date,
the Company had 30,826,307 shares of Common Stock outstanding. Effective as of
March 27, 1998, the Company effected a 2-for-1 stock split in the form of a
stock dividend which would have increased the number of shares outstanding (as
of the Record Date) to 61,652,614. After giving effect to shares reserved for
future issuance under the Company's employee benefit plans, approximately
35,919,472 shares of Common Stock are presently available for issuance after
giving effect to the stock split. If this amendment is approved by the
shareholders, an

DEFR14A 19th Page of 21 TOC 1st Previous Next ↓Bottom Just 19th
additional 100,000,000 shares of Common Stock will be available for issuance. No
change is proposed for the 1,000,000 presently authorized and unissued shares of
Preferred Stock.

The Board believes it is in the best interests of the Company and its
shareholders to increase the authorized number of shares of Common Stock. The
additional shares will provide an adequate supply of Common Stock for possible
future transactions, such as stock dividends or splits, the sale of stock to
raise additional capital, acquisitions of other businesses or properties where
the use of Common Stock is deemed advantageous, implementation of other employee
benefit and stock option plans, and other general purposes. The Company has no
present plan to issue the shares of Common Stock proposed to be authorized. The
Board would have sole discretion, however, to authorize the issuance of the
additional shares of Common Stock from time to time for any corporate purpose
without further action by the shareholders, except as required by the Nasdaq
Stock Market, Inc. or any other national securities exchange on which the
Company's stock may in the future be traded or other applicable laws or
regulations.

The Board proposes that Article Fourth, Section 4.01 of the Company's Articles
of Incorporation be amended to read as follows:

"The aggregate number of shares which the Corporation shall have the
authority to issue is 201,000,000 shares, consisting of 1,000,000 shares
designated as "preferred stock" or "preferred shares," with a par value of $1.00
per share, and 200,000,000 shares designated as "common stock" or "common
shares," with a par value of $1.00 per share."

Under the Company's Articles of Incorporation, the affirmative vote of a
majority of the total outstanding shares of Common Stock entitled to vote is
required for approval of the above-described amendment.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR THE PROPOSAL TO
AMEND THE ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED SHARES OF COMMON
STOCK FROM 100,000,000 TO 200,000,000. PROXIES RECEIVED BY THE BOARD OF
DIRECTORS WILL BE SO VOTED UNLESS SHAREHOLDERS SPECIFY IN THEIR PROXIES A
CONTRARY CHOICE.

Change in Control Employment Agreements

The Company has entered into change in control employment agreements with
corporate officers and certain other key employees. According to the
agreements, a change in control occurs when a third person or entity becomes the
beneficial owner of 20 percent or more of the Company's Common Stock or more
than one-third of the Company's Board of Directors is composed of persons not
recommended by at least three-fourths of the incumbent Board of Directors, or
upon the occurrence of certain business combinations involving the Company.
Upon a change in control, a two-year employment contract between the Company and
each such executive becomes effective, and all his or her benefits become vested
under Company plans. In addition, the executive becomes entitled to certain
benefits if, at any time within two years of the change in control, any of the
following occurs: (i) employment is terminated by the Company for any reason
other than cause or disability of the executive, or (ii) employment is
terminated by the executive for good reason, as such terms are defined in the
agreement. In such circumstances, the executive is entitled to receive his or
her annual salary through the date of termination, a bonus equal to the average
of the executive's annual bonuses for the prior two years prorated based on the
length of employment during the year in which termination occurs, and a
severance payment equal to two times the sum of (i) the executive's annual base
salary and (ii) the average of the executive's annual bonuses for the prior two
years. The executive will also be entitled to a continuation of certain
employee benefits for two years, or longer if comparable benefits are not
otherwise available to the executive. The executive will be entitled to receive
reimbursement for any legal fees and expenses, plus interest thereon, that may
be incurred in enforcing or defending his or her employment agreement. All of
the executive officers named in the Summary Compensation Table have executed
such agreements.

DEFR14A 20th Page of 21 TOC 1st Previous Next ↓Bottom Just 20th
Independent Auditors

Representatives of Arthur Andersen LLP, the Company's independent auditors, are
expected to be present at the Annual Meeting. They will have an opportunity to
make a statement if they so desire and will be available to respond to
appropriate questions.

The Company dismissed Ernst & Young LLP, its former independent auditors,
effective May 14, 1996.

In connection with the audits of the two most recent fiscal years, and during
the interim period prior to dismissal, there were no disagreements with the
former auditors on any matter or accounting principle or practice, financial
statement disclosure, or auditing scope or procedure.

The former auditor's report on the financial statements of the Company for
fiscal year 1995 was unqualified.

The Company engaged Arthur Andersen LLP as its new independent public
accountants effective with the dismissal of its former accountants. During the
Company's two most recent fiscal years and during the interim period prior to
the engagement, there were no consultations with the newly engaged accountants
with regard to either the application of accounting principles as to any
specific transaction, either completed or proposed; the type of audit opinion
that would be rendered on the Company's financial statements; or any matter of
disagreement with the former accountants.

The Company's Board of Directors approved management's recommendation to change
accountants.

DEADLINE FOR SHAREHOLDER PROPOSALS FOR 1999 ANNUAL MEETING

Proposals by shareholders intended to be presented at the 1999 Annual Meeting
must be received at the Company's executive offices no later than November 27,
1998, to be included in the proxy statement and proxy form. In addition, any
shareholder proposals must comply with the notice and informational requirements
contained in the Company's By-laws in order to be presented at the 1999 Annual
Meeting.

OTHER MATTERS

The Board of Directors knows of no other matters that will be brought before the
Annual Meeting, but, if other matters properly come before the meeting, it is
intended that the persons named in the proxy will vote the proxy according to
their best judgment.

The entire cost of soliciting proxies for the Annual Meeting is paid by the
Company. No solicitation other than by mail is contemplated.

On written request to the undersigned at 414 East Third Street, P.O. Box 1109,
Muscatine, IA 52761-7109, the Company will provide, without charge to any
shareholder, a copy of its Annual Report on Form 10-K, including financial
statements and schedules, filed with the Securities and Exchange Commission for
the Company's most recent fiscal year.

Information set forth in this proxy statement is as of March 13, 1998, unless
otherwise noted.

James I. Johnson
Vice President, General Counsel and Secretary
March 27, 1998

The Annual Report to Shareholders of the Company for the fiscal year ended
January 3, 1998, which includes financial statements, is being mailed to
Shareholders of the Company together with this Proxy Statement. The Annual
Report does not form any part of the material for the solicitation of proxies.

DEFR14A Last Page of 21 TOC 1st Previous Next ↓Bottom Just 21st
HON INDUSTRIES INC.
COMMON STOCK PROXY SOLICITED BY BOARD OF DIRECTORS FOR ANNUAL MEETING OF
SHAREHOLDERS ON MAY 12, 1998.
The undersigned acknowledges receipt of a Notice of Annual Meeting and Proxy
Statement dated March 27, 1998, and appoints Jack D. Michaels and Richard H.
Stanley, or either of them, with full power of substitution, as the proxies and
attorneys of the undersigned, to vote all shares of common stock, par value
$1.00 per share, of HON INDUSTRIES Inc. which the undersigned is entitled to
vote at the annual meeting of shareholders of HON INDUSTRIES Inc. to be held at
Muscatine, Iowa, on May 12, 1998, at 10:30 a.m. and any adjournment thereof.
The proxies are directed to vote as checked on the reverse side on the
following matters or otherwise in their discretion.
PROPOSAL NO. 1--ELECTION OF DIRECTORS--NOMINEES: For three-year terms: W.
August Hillenbrand, Jack D.
Michaels, Moe S. Nozari, and
Frank S. Ptak
PROPOSAL NO. 2--AMENDMENT OF THE ARTICLES OF INCORPORATION TO INCREASE THE
AUTHORIZED SHARES OF COMMON STOCK FROM 100,000,000 TO 200,000,000.
The Board of Directors knows of no other matters that may properly be, or that
are likely to be, brought before the meeting. However, if any other matters are
properly brought before the meeting or any adjournment thereof, the proxies
will vote on such matters in their discretion.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES,
SEE REVERSE SIDE. THE PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND
RETURN THIS CARD.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS SPECIFICALLY DIRECTED
HEREIN. IF NO DIRECTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSALS.

For Withheld
For, except vote withheld from the
following nominee(s):
PROPOSAL NO. 1--ELECTION OF DIRECTORS (SEE REVERSE)
[_] [_]
PROPOSAL NO. 2--AMENDMENT OF __________________________
THE ARTICLES OF
INCORPORATION TO
INCREASE THE
AUTHORIZED SHARES OF
COMMON
STOCK FROM 100,000,000 TO 200,000,000
For Against Withheld
[_] [_] [_]

PLEASE DATE, SIGN, AND MAIL IN ENCLOSED RETURN ENVELOPE.

Dated _______________________, 1998
--------------------------------------
--------------------------------------
Signature(s) of Shareholder(s)

[_] Individual [_] Corporation [_] Partnership

[_] Other ____________________________

(Please date this proxy and
sign exactly as your name or
names appear hereon. If you
sign as attorney, executor,
administrator, trustee,
guardian, custodian, or
corporate official, please
give your full title in such
capacity.)

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEFR14A’ Filing	Date	First	Last	Other Filings

	5/13/07	13
	11/27/98	20
	5/12/98	2	21	DEF 14A, PRE 14A
	5/11/98	9
Filed on:	4/15/98
	3/27/98	2	21	10-K
	3/13/98	2	20
	2/11/98	18
	1/3/98	9	20	10-K
	5/13/97	9	13	DEF 14A
	5/14/96	20		10-Q, 8-K, DEF 14A
	11/15/95	10
	1/1/93	12
	12/31/92	15
				List all Filings

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Filing Submission 0000950131-98-002579 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Hni Corp – ‘DEFR14A’ on 4/15/98

As of: Wednesday, 4/15/98 · Accession #: 950131-98-2579 · File #: 0-02648

Revised Definitive Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Revised Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents