ART'S-WAY MANUFACTURING CO., INC.
ARMSTRONG, IOWA 50514-0288
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On April 27, 2006
To: The Stockholders of ART'S-WAY MANUFACTURING CO., INC.
Notice is hereby given that the Annual Meeting of Stockholders of
Art's-Way Manufacturing Co., Inc., a Delaware corporation (the
"Company"), will be held at 8025 Chavenelle Drive, Dubuque, Iowa 52002
on Thursday, April 27, 2006, at 10:00 A.M. Central Daylight Savings
Time, for the following purposes:
(1) To elect seven (7) directors to serve until the next Annual Meeting
of Stockholders or until such time as their successors are elected
and qualified;
(2) To consider and vote upon a proposal to ratify the appointment
of McGladrey & Pullen, LLP as independent public accountants of the
Company for the year ending November 30, 2006; and
(3) To transact such other business as may properly come before the
meeting.
NOTE: The Board of Directors is not aware of any other business to come
before the meeting.
Any action may be taken on any one of the foregoing proposals at the
meeting on the date specified above, or on any date or dates to which
the meeting may be adjourned. The Board of Directors of the Company has
fixed the close of business on February 17, 2006 as the record date for
determining the stockholders of the Company entitled to notice of and to
vote at the meeting and any adjournments thereof, and only stockholders
of record at such time will be entitled to such notice and to vote. The
stock transfer books of the Company will not be closed.
You are requested to fill in and sign the enclosed form of proxy which
is solicited by the Board of Directors and to mail it promptly in the
enclosed envelope. The proxy is revocable and will not be used if you
attend and vote at the meeting in person.
By Order of the Board of Directors
John C. Breitung,
President
Armstrong, Iowa
March 6, 2006
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE YOUR CORPORATION THE
EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM. AN
ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
PROXY STATEMENT
2006 ANNUAL MEETING OF STOCKHOLDERS OF
ART'S-WAY MANUFACTURING CO., INC.
5556 HIGHWAY 9
ARMSTRONG, IOWA 50514-0288
712-864-3131
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Art's-Way Manufacturing Co., Inc.,
a Delaware Corporation, for use at the 2006 Annual Meeting of Stockholders
to be held at 8025 Chavenelle Drive, Dubuque, Iowa, 52002, on Thursday,
April 27, 2006 at 10:00 A. M. Central Daylight Savings Time and at any and
all adjournments thereof. Stockholders of record at the close of business on
February 17, 2005 are entitled to notice of and to vote at the Meeting.
PROXIES
Proxies are being solicited by the Board of Directors. Proxies so given
may be revoked at any time prior to the Annual Meeting. No special form
of revocation is required and it need not be in writing. Proxies will be
solicited by mail and the expense of the solicitation of such proxies
will be borne by the Company. In addition to the solicitation by use of
the mails, directors, officers and/or executive and administrative
employees of the Company may solicit the return of proxies by mail,
telephone or in person, without extra compensation. The Company has
retained the American Stock Transfer and Trust Company, New York, New
York, to assist in solicitation of proxies at a cost of approximately
$1,800. The approximate date on which notice of the meeting, this Proxy
Statement and form of proxy are first being sent to stockholders is
March 8, 2006.
Shares that are held by stock brokers in "street name" may be voted by
the stock broker on routine matters and with stockholder direction on
other matters. When the stock broker does not vote the shares, the stock
broker's abstention is referred to as a "broker non-vote." Broker
non-votes and abstensions will be counted for purposes of determinating
whether a quorum is present at the Annual Meeting. Under applicable law,
a broker non-vote or abstention will have the same effect as a vote
against any proposal other than the election of directors, but will not
be counted for purposes of determining the number of votes cast in the
election of directors.
VOTING SECURITIES & QUORUM
As of the close of business on February 17, 2006, the record date for
the Annual Meeting, the outstanding voting securities consisted of
1,968,176 shares of common stock, each of which is entitled to one vote
on each matter presented.
Transaction of business may occur at the meeting if a quorum is present.
A quorum will be present if a majority of the voting power of the
outstanding shares of common stock are present at the meeting, in person
or by proxy.
VOTING SECURITIES AND OWNERSHIP BY CERTAIN BENEFICIAL OWNERS
The following table sets forth the names of the persons known to the
Company who beneficially own more than 5% of the issued and outstanding
shares of common stock of the Company as of February 17, 2006, the
record date for the meeting:
Type of Number Percent of
Name and Address Ownership of Shares Outstanding
Arthur Luscombe Of record and 118,825 6.04%
RR Beneficially
Dolliver, Iowa 50531
J. Ward McConnell, Jr. Of record and 780,200 39.64%
P.O. Box 6246 Beneficially
Kinston, North Carolina 28501
VOTING SECURITIES OWNED BY
EXECUTIVE OFFICERS AND DIRECTORS
The following table shows certain information with respect to the
Company's common stock beneficially owned by directors and executive
officers as of February 17, 2006. The shares shown as beneficially owned
include shares which executive officers and directors are entitled to
acquire pursuant to outstanding stock options exercisable within sixty
days of February 17, 2006.
Name Number of Shares Percent of Class
Thomas E. Buffamante 3,000 *
David R. Castle 7,000 *
George A. Cavanaugh, Jr. 5,300 (1) *
James L. Koley 20,400 1.04%
Douglas McClellan 20,500 1.04%
J. Ward McConnell, Jr. 780,200 (1) 39.64%
Marc H. McConnell 5,300 (1) *
John C. Breitung 19,500 *
Directors and Executive 861,200 41.72%
Officers as a Group (8 persons)
* Less than 1%
(1) Includes 5,000 shares which can be purchased by each individual pursuant
to stock options.
BOARD OF DIRECTORS AND ELECTION
Nominees to the Board of Directors
The Board of Directors of the Company is presently composed of seven (7)
directors. At this Annual Meeting of Stockholders seven (7) directors
are to be elected to hold office until the 2007 Annual Meeting of
Stockholders or until the successor of each shall be elected and
qualified. Five of the nominees named herein are presently serving as
members of the Board of Directors, two of the nominees would be new to
the Board of Directors. Management has no reason to believe that any of
those named below will be unable or unwilling to serve. If for any
reason any nominee named is unable to serve, the shares represented by
all valid proxies will be voted for the election of a substitute nominee
recommended by the Board of Directors or the Board of Directors may
reduce the size of the Board.
Nominees receiving the highest number of affirmative votes cast, up to
the number of directors to be elected, will be elected as directors. The
proxy holders will vote the proxies for the below seven nominees.
The name of each nominee, his age, the year in which he was first
elected a director, his principal occupation or occupations for the past
five years and positions (other than director) with the Company are as
follows:
J. WARD McCONNELL, JR., age 74, Kinston, North Carolina. Private
investor for more than six years. Mr. McConnell is Chairman of the Board
of Directors. Mr. McConnell was a director from 1996 to 2001, returning
as a director in Feburary 2002.
THOMAS E. BUFFAMANTE, age 53, Olean, New York. Certified Public
Accountant and President of Buffamante Whipple Buttafaro, P.C., where he
has been a director and shareholder of the firm since 1981. Mr.
Buffamante has been a director since 2003.
DAVID R. CASTLE, age 56, Ontario, Canada. Director of Operations
Worldwide for Avery Weigh-Tronix since September 2002; President of
Weigh-Tronix, Inc., Fairmont, Minnesota since May 1998, where he had
served as Vice President and General Manager of its Santa Rosa facility
since July 1990. Chairman of the Compensation and Stock Option Committee
and Chairman of the Audit Committee. Mr. Castle has been a director
since 2000.
FRED W. KRAHMER, age 35, Fairmont, Minnesota. Practicing attorney with
Krahmer & Bishop, PA since 1997, specializing in agricultural, real
estate and estate planning law. Active in management of his family's
farming operations based in Martin County, Minnesota. Director of
Profinium Financial, a banking institution based in Southern, Minnesota.
JAMES LYNCH, age 60, Chatsworth, California. Chief Executive Officer and
General Manager of Rydell Chevrolet from 1989 through 1998. Became
President of Rydell Enterprises in 1999. Became Secretary-Treasurer of
Rydell Development in 2001. Owner of autombile dealerships in the
midwest and west coast.
DOUGLAS McCLELLAN, age 55, Clarence, New York. President of Filtration
Unlimited, Akron, New York, where he has held various positions for more
than five years. Member of the Compensation and Stock Option Committee
and Audit Committee. Mr. McClellan has been a director since 1987.
MARC H. McCONNELL, age 27, Greenville, North Carolina. President of
Babcock Co., Inc., Bath, New York since July 2001. President of Bauer
Corporation of Wooster, Ohio since 2004. Director of Mountain Aircraft
Services of Kinston, North Carolina since 2003. Director of the American
Ladder Institute since 2004. Mr. McConnell was appointed to Board of
Directors in July 2001. He is the son of J. Ward McConnell.
The Board of Directors recommends a vote FOR the seven nominees listed
above.
BOARD NOMINATING PROCESS
In connection with the nominations for the Board of Directors for the
2006 Annual Meeting of Stockholders, the Board of Directors of the
Company, as a whole, acted as a Nominating Committee. In accordance with
NASDAQ requirements, the nominees were approved by all five of the
sitting independent directors of the Board, as defined in the NASDAQ
listing standards. In accordance with NASDAQ's Corporate Governance Rule
4200, the Board affirmatively determined that Messers Buffamante,
Castle, Krahmer, Lynch and McClellan are independent directors. Messers
J. Ward McConnell and Marc H. McConnell are not considered independent
due to the payments made to J. Ward McConnell described in this proxy
statement are unrelated to his service as a director, and their familial
relationship to each other. Because the Board of Directors is comprised
solely of persons who are not employees or officers of the Company, the
Board does not deem it necessary to have a separate Nominating
Committee. At the 2005 Annual Meeting of Stockholders, the Board of
Directors adopted a charter for the Board of Directors when acting as
the Nominating Committee.
The Board of Directors will consider director candidates recommended by
holders of common stock. In order for a candidate to be considered, a
stockholder must submit information on the proposed candidate not less
than 60, nor more than 90 days prior to the first anniversary of the
preceding year's annual meeting. For the 2007 Annual Meeting of
Stockholders, a nomination would need to be received not later than
February 20, 2007, nor before January 20, 2007. The nomination must
include the following information:
(1) the full name and address of candidate;
(2) the age of the candidate;
(3) a five-year business history of the candidate;
(4) the amount of common stock of the Company owned by the
candidate;
(5) any family relationships between the candidate and any executive
officer or current director of the Company;
(6) any business transactions between the candidate or the
candidate's business and the Company; and
(7) a written consent of the candidate to be named in the Company's
proxy statement and to serve as a director if elected.
Additionally, any holder of common stock nominating a candidate is
encouraged to set forth any other qualifications which he or she
believes the candidate has to serve as director of the Company and the
reasons why the holder believes the candidate should be elected to the
Board of Directors of the Company.
In selecting nominees for the Board of Directors, the Board of Directors
acting as the Nominating Committee, will consider all candidates
submitted, including incumbent Board members based upon the
qualifications of the candidates, the business and financial experience
of the candidates, the experience of the candidates serving on public
company boards of directors, and other skills sets deemed appropriate by
the Board of Directors to enact the mission and business purposes of the
Company. These criteria were used by the Board in evaluating Messers
Kramer and Lynch as possible nominees. Currently the Company does not
engage any third parties, for a fee or otherwise, to identify or
evaluate potential nominees. No nominations for candidates were received
from any holders of common stock for the 2006 Annual Meeting.
SECURITY HOLDER COMMUNICATIONS TO THE BOARD OF DIRECTORS
Any holder of common stock wishing to communicate with the Board of
Directors about any matter involving the business or operations of the
Company should send the communication, in written form, to the President
of the Company at the Company's principal place of business in
Armstrong, Iowa. The President of the Company will promptly send the
communication to each member of the Board of Directors.
BOARD OF DIRECTORS COMMITTEES, MEETINGS
The Board of Directors has an Audit Committee and a Compensation and
Stock Option Committee. The Board acts as its own Nominating Committee.
The Audit Committee's principal functions are to evaluate and review
financial procedures, controls and reporting. The Audit Committee
recommends selection of the independent public accountants. The Audit
Committee had five meetings in the last fiscal year, one regular meeting
and four meetings by tele-conference. The Report of the Audit Committe
is discussed later in this proxy statement.
The Compensation and Stock Option Committee has the responsibility to
review and advise management on broad compensation policies such as
salary ranges and incentive programs. The Committee also administers the
Incentive Stock Option Plans and grants stock options pursuant to the
Plans. Furthermore the Committee has the responsibility to approve and
recommend to the Board of Directors base salaries, salary increases and
other benefits for elected officers. The Compensation and Stock Option
Committee had two meetings in the last fiscal year.
The Board of Directors held four meetings in the last fiscal year. Each
director, except one, attended 100% of the meetings of the Board and the
Board Committees of which he was a member. James Koley attended one
meeting by tele-conference.
The Board of Directors encourages all directors to attend the annual
shareholders' meetings. At the 2005 annual meeting seven directors
attended.
Effective April 24, 2003, each director, other than the Chairman of the
Board, receives $12,000 per year with no committee or attendance fees.
In addtion, each director is reimbursed for out of pocket expenses to
attend all Board meetings.
The Chairman of the Board receives $82,000 per year and is eligible for
a discretionary bonus. The Compensation Committee intends to review Mr.
McConnell's efforts and contributions for fiscal 2005 and will consider
an appropriate bonus to be paid in fiscal 2006.
EXECUTIVE OFFICERS OF THE COMPANY
John C. Breitung, age 63, was appointed President on January 16, 2001.
From 1998 to 2000, Mr. Breitung served as Vice President of Operations
for GKN Armstrong Wheels, Armstrong, Iowa. From 1996 to 1998, he served
as Vice President of Operations for Monona Wire Corporation, Monona,
Iowa.
Carrie Majeski, age 30, was appointed Chief Financial Officer on July
22, 2004. From 2001 to 2004, Mrs. Majeski was responsible for all the
functions of a controller at Tyco Plastics, Fairmont, Minnesota. From
2000 to 2001, she was a Staff Accountant with Wolf Etter & Co in
Madelia, Minnesota.
EXECUTIVE COMPENSATION
Compensation and Stock Option Committee Report on Executive Compensation
The Compensation and Stock Option Committee of the Board is composed of
three independent, non-employee directors and has the responsibilities
as described on page 6 of this Proxy Statement. The Committee has
furnished the following report:
The compensation philosophy of the Company is to provide a compensation
package to executives that will, with base salary, incentive
compensation and stock options, maximize long-term shareholder value.
The Company's policy is to pay base salaries that are at, or near, the
average for similar companies. Salary increases are considered annually
and are based on current salary and the individual performance during
the past year. The Committee recommends to the Board salary increases
for the Company's President, John C. Breitung.
The incentive compensation plan for executive officers is a performance
driven bonus plan to promote the objectives of the Company.
Profitability is the underlying factor in the determination of the
annual bonus plan. Each year the Compensation and Stock Option Committee
recommends to the Board the specific bonus plan for executive officers.
Stock options have historically been the third part of the overall
compensation package for executive officers and are awarded to provide
long term incentives. The 1991 Employee Stock Option Plan has expired
and only the President, Mr. Breitung, has options under that Plan. The
Compensation and Stock Option Committee recommended to the Board for
approval, the option award to Mr. Breitung, in January 2001. The option
price for Mr. Breitung's option was 100% of the fair market value of the
shares at the date of grant. The option is exercisable 25% on the date
of grant and 25% on each year of service after that.
David R. Castle, Chairman
George A. Cavanaugh, Jr.
Douglas McClellan
Summary Compensation Table
The following table sets forth the aggregate cash and cash equivalent
forms of remuneration accrued by the Company and its subsidiaries to, or
for, the benefit of the President. No other executive officer's
remuneration exceeded $100,000.
Annual Compensation
Name and All Other Annual
Principal Position Year Salary ($) Bonus ($) Compensation
John C. Breitung 2005 $82,154 $5,000 -
President 2004 75,000 7,500 -
2003 71,449 5,000 -
Description of Stock Options Plans
The Company has in effect one stock option plan, the 2001 Director Stock
Option Plan.
Under the 2001 Director Stock Option Plan, options may be granted to
non-employee directors at a price not less than fair market value at the
date the options are granted. Non-employee directors who have served for
at least one year are automatically granted options to purchase 5,000
common shares. Options for an aggregate of 50,000 common shares may be
granted under the Plan. Each option will be for a period of ten years
and may be exercised at a rate of 25% at the date of grant and an
additional 25% after one, two and three years of service on a cumulative
basis. There are 5,000 common shares available for grant, and 25,000
options outstanding, of which 20,000 are exercisable.
Under the expired 1991 Employee Stock Option Plan, stock options were
granted to key employees to purchase shares of common stock of the
Company at a price not less than fair market value at the date the
options were granted. Options granted could be either nonqualified or
incentive stock options. The option price, vesting period, and term were
set by the Compensation Committee of the Board of Directors of the
Company. Options for an aggregate of 100,000 common shares were
available for grant. Each option was for a period of 10 years and could
be exercised at a rate of 25% at the date of grant and 25% on the first,
second and third anniversary date of the grant on a cumulative bases.
Effective April 2001, the period available for option grants under the
1991 Employee Stock Option Plan expired and as a result, no shares are
available for issuance. There are no outstanding options at this time.
Options Grants in the Last Fiscal Year
5,000 options were granted in fiscal 2005.
Option Exercises and Fiscal Year-End Values
Options to purchase 25,000 shares of common stock were exercised during
fiscal year 2005. John Breitung excercised options to purchase 15,000
shares while Directors David Castle and James Koley each excercised
options to purchase 5,000 shares.
AGGREGATED OPTION EXERCIES IN LAST FISCAL YEAR AND
FY-END OPTION VALUES
Number of Value of unexcersized
Shares unexcersied securities In-the-money options
acquired on Value underlying option at at FY-end
Name exercise Received FY-end excersiable/ excersiable/
unexcersiable unexcersiable
John Breitung,
President 15,000 $45,450 0 0
The Company has a 401(k) Savings Plan (the "Plan") which covers
substantially all full-time employees. Participating employees
contribute to the Plan through salary reductions. The Company
contributes a discretionary percentage of the Plan Participant's salary
deferrals. Management of the Plan assets changed March 3, 2003 from
Principal Financial Group, Des Moines, Iowa to American United Life,
Indianapolis, Indiana. Vesting of participants is 20% per year after one
year of employment until 100% vested after 6 years. Beginning in June
the Company started matching .25% for every 1% that an employee
contributes up to 1%. There were no contributions made by the Company in
the year 2004. The Company made matching contributions to the 401(k)
plan in the amount of $10,206 in fiscal year 2005.
CERTAIN TRANSACTIONS
J. Ward McConnell, Jr. was required in 2003, to personally guarantee the
Company's two credit facilities with West Bank, West Des Moines, Iowa.
After three years, Mr. McConnell's guarantee of the second facility (up
to $3 million) will be reduced to a percentage equaling Mr. McConnell's
ownership of the Company. After such three-year period, if Mr.
McConnell's ownership in the Company is reduced to less than 20%, the
guarantee will be removed. The Company compensates Mr. McConnell for his
personal guarantee at an annual percentage rate of 2% of the outstanding
balance borrowed under the two credit facilities, such fee paid monthly.
The Company paid Mr. McConnell approximatily $56,000 and $47,000 through
the Company's 2005 and 2004 fiscal years. The Board of Directors, with
J. Ward McConnell and Marc McConnell not participating, approved the
transactions.
J. Ward McConnell, Jr. owns and operates Adamson Global. During fiscal
year 2005 Adamson sold Art's-Way Vessels, Inc., certain raw material and
equipment for an aggregate price of $45,990. Adamson also purchased
pressurized vessels from Art's-Way Vessels, Inc. in 2005, for an
aggregate price of $3,818. The Company believes that the transactions
were done in accordance with pervailing market terms and conditions.
PERFORMANCE GRAPH
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
The graph below compares the yearly percentage change in the cumulative
total stockholder return for the Company's common stock compared with
the NASDAQ Stock Market-U.S. Index, and the S&P Construction and Farm
Machinery Index.
Nov-00 Nov-01 Nov-02 Nov-03 Nov-04 Nov-05
Art's-Way Manufacturing
Co., Inc. (ARTW) 100.00 61.06 122.45 160.00 199.18 160.02
NASDAQ Stock Market
- US Index (INAS) 100.00 74.41 58.47 77.09 82.54 88.67
S & P Construction &
Farm Machinery & (CFM) 100.00 116.24 132.83 194.21 245.72 273.20
Heavy Trucks Index
REPORT OF THE AUDIT COMMITTEE
The Audit Committee consists of the following three members of the Board
of Directors, who are independent (as defined in NASDAQ's Corporate
Governance Rule 4200: David R. Castle, Chairman, Douglas McClellan, and
James L. Koley. The Audit Committee operates pursuant to a written
charter approved and adopted by the Board. The Audit Committee, on
behalf of the Board, oversees the Company's financial reporting process.
In connection with the November 30, 2005 financial statements and
footnotes thereto, the audit committee: (1) reviewed and discussed the
audited financial statements with management; (2) discussed with the
auditors the matters required by Statement on Auditing Standards No. 61;
and (3) received and discussed with the auditors the matters required by
Independence Standards Board Statement No. 1. Based upon these reviews
and discussions, the Audit Committee recommended to the Board of
Directors that the audited financial statements be included in the
Annual Report on Form 10-KSB filed with the SEC.
The Audit Committee also recommended to the Board of Directors the
selection of McGladrey & Pullen, LLP to serve as the Company's
independent public accountants for fiscal 2006.
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, acting on the recommendation of the Audit
Committee, has designated McGladrey & Pullen, LLP as independent public
accountants of the Company for the fiscal year ending November 30, 2006.
McGladrey & Pullen, LLP has been the independent public accountants of
the Company since March 5, 2003. The firm has advised the Company that
it has no relationship to the Company except that of independent public
accountants.
A representative of McGladrey & Pullen, LLP as the certifying auditors
for the year ended November 30, 2005, will be present at the Annual
Meeting of Stockholders, and will have the opportunity to make a
statement and to respond to appropriate questions regarding preparations
of the financial statements.
The following table presents fees for professional audit services
rendered by McGladrey & Pullen, LLP for the audit of the Company's
annual financial statements for the fiscal year ended November 30, 2005
and fees billed for other services rendered by McGladrey & Pullen, LLP
and its associated entity RSM McGladrey, Inc.:
2005 2004
Audit Fees (1) $87,089 $88,861
Audit Related Fees (2) 26,211 6,925
Tax Fees (3) 13,020 16,300
All Other Fees 0 2,550
Total $126,320 $114,636
(1) Audit Fees represent fees billed for each of the last two fiscal
years for professional services provided for the audit of the
Company's annual financial statements and review of the Company's
quarterly financial statements in connection with the filing of
current and periodic reports.
(2) Audit Related Fees represent fees billed for each of the last two
fiscal years for consultations on accounting issues reasonably
related to the performance of the audit or review of the Company's
financial statments not reported under Audit Fees.
(3) Tax Fees represent fees billed for each of the last two fiscal years
for tax compliance, tax advice and tax planning which included
preparation of tax returns and tax advice.
Independence:
The Audit Committee has considered whether the non-audit services
provided by McGladrey & Pullen, LLP, and its associated entity RSM
McGladrey, Inc. are compatible with maintaining the independence of
McGladrey & Pullen, LLP, and concluded that the independence of
McGladrey & Pullen, LLP is not compromised by the provision of such
services.
The Audit Committee pre-approves all auditing services and permitted
non-audit services, including the fees and terms of those services, to
be performed for the Company by its independent auditor prior to
engagement.
The Board of Directors recommends that shareholders vote FOR the
ratification of the selection of McGladrey & Pullen, LLP as independent
public accountants.
STOCKHOLDER PROPOSALS
Any proposals of stockholders that are intended to be presented at the
Company's 2007 Annual Meeting of Stockholders must be received at the
Company's principal offices no later than December 16, 2006, in order to
be included in the proxy statement and on the form of proxy which will
be solicited by the Board of Directors in connection with that meeting.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors to file initial reports of
ownership and reports in changes of ownership with the Securities and
Exchange Commission. Executive officers and directors are required by
SEC regulations to furnish the Company with copies of all Section 16(a)
forms they file. Based solely on a review of the copies of such forms
furnished to the Company, the Company believes all persons subject to
these reporting requirements filed the required reports on a timely
basis.
OTHER MATTERS
Management knows of no other matters which may be brought before the
meeting. If any other matters are presented at the meeting on which a
vote may properly be taken, the persons named in the enclosed proxy will
vote thereon in accordance with their best judgment.
FINANCIAL STATEMENTS
Financial statements of the Company are included in the Annual Report to
Stockholders for the fiscal year ended November 30, 2005, (which
includes the Company's Form 10-KSB) and which report is mailed herewith
to all stockholders entitled to vote at the meeting and incorporated
herein by reference. The Annual Report is not part of the soliciting
material.
A copy of the Company's Annual Report on Form 10-KSB is available
without charge upon written request to John C. Breitung, President,
Art's-Way Manufacturing Co., Inc., P.O. Box 288, Armstrong, Iowa
50514-0288.