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Spartan Motors Definitive Proxy Statement - 2000




SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT




SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. 1)



 


SPARTAN MOTORS, 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):

 




 

 

Filed by the Registrant           [X]






 

 

 





 

 

Filed by a Party other than the Registrant           [   ]






 

 

 





 

 

Check the appropriate box:






 

 

 





 

[   ]

Preliminary Proxy Statement





 

 

 





 

[X]

Definitive Proxy Statement





 

 

 





 

[   ]

Definitive Additional Materials





 

 

 





 

[   ]

Soliciting Material Under Rule 14a-12





 

 

 





 

[   ]

Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))










 

 





[X]

No fee required.





 

 





[   ]

Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.





 

 





(1)

Title of each class of securities to which transaction
applies:





 


 






(2)

Aggregate number of securities to which transaction
applies:





 


 






(3)

Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it was determined):





 


 






(4)

Proposed maximum aggregate value of transaction:





 


 






(5)

Total fee paid:





 


 






[   ]

Fee paid previously with preliminary materials.





 


 






[   ]

Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date of
its filing.





 

 





(1)

Amount previously paid:





 


 






(2)

Form, Schedule or Registration Statement No.:





 


 






(3)

Filing party:





 


 






(4)

Date filed:





 


 










 

May 12, 2000

To Our Shareholders:

You are cordially invited to attend the Annual Meeting of Shareholders
of Spartan Motors, Inc. on June 13, 2000, at 5:30 p.m., local time. The
annual meeting will be held at Plant I, Spartan Motors Corporate Headquarters,
located at 1000 Reynolds Road, Charlotte, Michigan.

On the following pages you will find the Notice of Annual Meeting of
Shareholders and the Proxy Statement. The Proxy Statement and enclosed
form of proxy are being furnished to shareholders on or about May 12, 2000.
At the annual meeting, in addition to voting on the election of directors
and ratification of the Board of Directors' appointment of Ernst &
Young LLP as independent auditors for the current fiscal year, you will
hear a report on Spartan Motors' activities and outlook for the future.

It is important that your shares be represented at the annual meeting,
regardless of the size of your holdings. Whether or not you plan to attend
the annual meeting, please sign, date and return as soon
as possible the enclosed form of proxy. Sending a proxy will not affect
your right to vote in person if you attend the meeting.

Sincerely,

/s/ George W. Sztykiel

George W. Sztykiel

Chairman of the Board of Directors

 

 

 

 




[LOGO]

 

spartan motors
inc.





 

 


 


 






 

 

 

P.O. Box 440 - 1000 Reynolds
Rd. - Charlotte, MI 48813






 

 

 







Your Vote is Important. Even if you plan to attend the meeting,

PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY.











 



 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Our Shareholders:

The Annual Meeting of Shareholders of Spartan Motors, Inc. will be held
on June 13, 2000, at 5:30 p.m., local time, at Plant I, Spartan Motors
Corporate Headquarters, located at 1000 Reynolds Road, Charlotte, Michigan,
for the following purposes:

 




[LOGO]

 

spartan motors
inc.





 

 


 


 






 

 

 

P.O. Box 440 - 1000 Reynolds
Rd. - Charlotte, MI 48813







Shareholders of record at the close of business on April 24, 2000, are
entitled to notice of and to vote at the annual meeting or any adjournment
of the meeting.

A copy of the Annual Report to Shareholders for the year ended December
31, 1999 is enclosed with this Notice. The following Proxy Statement and
enclosed form of proxy are being furnished to shareholders on or about
May 12, 2000.

By Order of the Board of Directors

/s/ Richard J. Schalter

Richard J. Schalter

Secretary, Treasurer, Chief Financial

    Officer and Director

Charlotte, Michigan

May 12, 2000

 




 

(1)

To elect three directors for three-year terms
expiring in 2003.





 

 

 





 

(2)

To ratify the Board of Directors' appointment
of Ernst & Young LLP as independent auditors for the current fiscal
year.





 

 

 





 

(3)

To transact such other business as may properly
come before the annual meeting.






 




SPARTAN MOTORS, INC.

ANNUAL MEETING OF SHAREHOLDERS

JUNE 13, 2000

PROXY STATEMENT

This Proxy Statement and the enclosed form of proxy are being furnished
to holders of common stock of Spartan Motors, Inc. (the "Company") on and
after May 12, 2000, in connection with the solicitation of proxies by the
Board of Directors to be voted at the Annual Meeting of Shareholders to
be held on June 13, 2000, and any adjournment of that meeting. The annual
meeting will be held at Plant I, Spartan Motors Corporate Headquarters,
located at 1000 Reynolds Road, Charlotte, Michigan, at 5:30 p.m., local
time.

The purposes of the annual meeting are to consider and vote upon the
election of three directors for three-year terms expiring in 2003 and ratification
of the Board of Directors' appointment of Ernst & Young LLP as independent
auditors for the current fiscal year. Proxies in the accompanying form,
if properly executed, duly returned to the Company and not revoked, will
be voted at the annual meeting. If a shareholder specifies a choice, the
shares represented by proxy will be voted as specified. If no choice is
specified, the shares represented by proxy will be voted for the election
of all nominees for director named in this Proxy Statement, for ratification
of the Board of Directors' appointment of Ernst & Young LLP as independent
auditors for the current fiscal year and in accordance with the discretion
of the persons named as proxies on any other matters that may come before
the meeting or any adjournment.

The presence in person or by properly executed proxy of holders of a
majority of all issued and outstanding shares of common stock entitled
to vote is necessary for a quorum at the meeting. For purposes of determining
whether a quorum is present, the inspectors of election will include shares
that are present or represented by proxy, even if the holders of the shares
abstain from voting on any particular matter.

The shareholders present at the meeting, in person or by proxy, may
by a majority vote adjourn the meeting despite the absence of a quorum.
If there is not a quorum at the meeting, the Company expects to adjourn
the meeting to solicit additional proxies.

If a shareholder votes against the proposals listed above by proxy and
a proposal to adjourn the meeting for the purpose of soliciting additional
votes in favor of the proposals is presented, the persons named in the
enclosed form of proxy will not vote that shareholder's shares in favor
of the adjournment proposal.

A shareholder may change his or her vote at any time before it is voted.
If a shareholder has given a proxy by using the enclosed proxy card, the
shareholder can write to the Company's Corporate Secretary at 1000 Reynolds
Road, Charlotte, Michigan 48813 stating that the shareholder wishes to
revoke his or her proxy and that that shareholder needs another proxy card.
Alternatively, a shareholder can vote again. A shareholder's last vote
is the vote that will be counted. If a shareholder attends the meeting,
he or she may vote by ballot and cancel any previous proxy. However, mere
attendance at the meeting will not by itself have the effect of revoking
the proxy. If the shareholder's broker has been instructed to vote shares,
the shareholder must follow directions received from his or her broker
to change that shareholder's vote.






The Company's management does not know of any matter to be presented
for consideration at the annual meeting other than the matters stated in
the Notice of Annual Meeting of Shareholders. If any other matters are
presented, the persons named as proxies will have discretionary authority
to vote in accordance with their judgment.

 




ELECTION OF DIRECTORS
The Board of Directors proposes that the following three individuals
be elected as directors for three-year terms expiring at the annual meeting
of shareholders to be held in 2003:



John E. Sztykiel

Charles E. Nihart

James C. Penman
Each nominee is presently a director of the Company whose term will
expire at the annual meeting. The persons named as proxies intend to vote
for the election of each of the named nominees. The proposed nominees are
willing to be elected and to serve. In the event that a nominee is unable
to serve or is otherwise unavailable for election, which is not contemplated,
the incumbent Board of Directors may or may not select a substitute nominee.
If a substitute nominee is selected, all proxies will be voted for the
election of the substitute nominee designated by the Board of Directors.
If a substitute is not selected, all proxies will be voted for the election
of the remaining nominees. Proxies will not be voted for a greater number
of persons than the number of nominees named above.

A plurality of the shares present in person or represented by proxy
and voting on the election of directors is required to elect directors.
For the purpose of counting votes on the election of directors, abstentions,
broker non-votes and other shares not voted will not be counted as shares
voted, and the number of shares of which a plurality is required will be
reduced by the number of shares not voted. Your broker will vote your shares
only if you provide instructions on how to vote by following the information
provided to you by your broker.



YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU

VOTE FOR ELECTION OF ALL NOMINEES AS DIRECTORS


 

VOTING SECURITIES
Holders of record of common stock, at the close of business on April
24, 2000, are entitled to notice of and to vote at the Annual Meeting of
Shareholders and any adjournment of the meeting. As of April 24, 2000,
there were 11,889,011 shares of common stock outstanding, each having one
vote on each matter presented for shareholder action. Shares cannot be
voted unless the shareholder is present at the meeting or represented by
proxy.

 




SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information as to each person known to
the Company to have been the beneficial owner of more than 5% of the Company's
outstanding shares of common stock as of April 24, 2000. Messrs. Sztykiel
and Foster have addresses of c/o Spartan Motors, Inc., 1000 Reynolds Road,
Charlotte, Michigan 48813:

 

 




- -2-







Your Vote is Important. Even if you plan to attend the meeting,

PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY.






























__________________




 



Amount and Nature of

Beneficial Ownership



 

 

 







 

Name and Address of

Beneficial Owner

 

 





Sole

Voting

and

Dispositive

Power(1)



 



 

Shared

Voting or

Dispositive

Power(2)



 



 

 

Total

Beneficial

Ownership(2)



 



 

 

Percent

of

Class







 

 

 

 

 

 

 

 

 





George W. Sztykiel(3)



479,427



 



389,568



 



868,995



 



7.3





%







William F. Foster(3)



1,030,567



 



--



 



1,030,567



 



8.6



 





David L. Babson and Company

   Incorporated

   One Memorial Drive

   Cambridge, Massachusetts

    02142-1300(4)		



905,150



 



--



 



905,150



 



7.6



 





Dimensional Fund Advisors, Inc.

   1299 Ocean Avenue, 11th Floor

   Santa Monica, California 90401(5)		



1,060,750



 



--



 



1,060,750



 



8.9



 









 

 

 


- -3-




SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the number of shares of common stock
beneficially owned as of April 24, 2000, by each of the Company's directors
and nominees for director, each of the named executive officers and all
directors and executive officers as a group:


 




(1)

These numbers include shares subject to options
that are exercisable within 60 days after April 24, 2000, granted under
the Company's 1984 and 1994 Incentive Stock Options Plans, the 1988 Nonqualified
Stock Option Plan and the Stock Option and Restricted Stock Plan of 1998.





 

 





(2)

These numbers include shares over which the
listed person is legally entitled to share voting or dispositive power
by reason of joint ownership, trust or other contract or property right,
and shares held by spouses, children or other relatives over whom the listed
person may have substantial influence by reason of relationship.





 

 





(3)

Based on information provided by each individual
listed.





 

 





(4)

Based on information set forth in Schedule 13G/A
dated February 4, 2000. The Schedule 13G/A indicates that David L. Babson
and Company Incorporated ("DLB") is considered the beneficial owner of
905,150 shares of the Company's common stock as a result of acting as investment
adviser to various clients. The Schedule 13G/A indicates that DLB has sole
voting power over an aggregate of 905,150 shares of common stock and sole
dispositive power over 905,150 shares of common stock.





 

 





(5)

Based on information set forth in Schedule 13G/A
dated February 3, 2000. The Schedule 13G/A indicates that Dimensional Fund
Advisors, Inc. ("DFA")
is considered the beneficial owner of 1,060,750 shares of the Company's
common stock as a result of acting as investment adviser to various clients.
The Schedule 13G/A indicates that DFA has sole voting power over an aggregate
of 1,060,750 shares of common stock and sole dispositive power over 1,060,750
shares of common stock.













___________________

*Less than 1%.




 



Amount and Nature of

Beneficial Ownership(1)



 









 

 

 
Name of Beneficial Owner





Sole Voting

and

Dispositive

Power(2)



 



Shared

Voting or

Dispositive

Power(3)



 





 
Total

Beneficial

Ownership(2)



 





 

 
Percent

of Class



 





 

 

 

 

 

 

 

 

 





George W. Sztykiel



479,427



 



389,568



 



868,995



 



7.3



%





John E. Sztykiel



198,837



 



106,113



 



304,950



 



2.5



 





Anthony G. Sommer



118,000



 



--



 



118,000



 



1.0



 





William F. Foster



1,030,567



 



--



 



1,030,567



 



8.6



 





George Tesseris



71,000



 



1,000



 



72,000



 



*



 





Charles E. Nihart



56,750



 



--



 



56,750



 



*



 





David R. Wilson



25,500



 



--



 



25,500



 



*



 





James C. Penman



21,000



 



--



 



21,000



 



*



 





Richard J. Schalter



33,400



 



--



 



33,400



 



*



 





All directors and executive

  officers as a group		



 

2,083,781



 



 

496,681



 



 

2,580,462



 



 

20.4



%









(1)

The number of shares stated is based on information
provided by each person listed and includes shares personally owned of
record by the person and shares which, under applicable regulations, are
considered to be otherwise beneficially owned by the person.





 

 





(2)

These numbers include shares held directly and
shares subject to options which are exercisable within 60 days after April
24, 2000, that were awarded under the Company's 1984 and 1994 Incentive
Stock Option Plans, the 1988 Nonqualified Stock Option Plan and the Stock
Option and Restricted Stock Plan of 1998. The number of shares subject
to stock options for each listed person is shown below:











George W. Sztykiel



90,000







John E. Sztykiel



125,895







Anthony G. Sommer



105,000







William F. Foster



115,750







George Tesseris



53,000







Charles E. Nihart



53,000







David R. Wilson



24,500







James C. Penman



21,000







Richard J. Schalter



32,500







All directors and executive officers as a group



620,645









 


- -4-




BOARD OF DIRECTORS
The Company's Board of Directors currently consists of nine directors,
three of whom are standing for reelection. The Board of Directors is divided
into three classes, with each class as nearly equal in number as possible.
Each class of directors serves a successive three-year term.

Biographical information concerning the Company's directors and nominees
who are nominated for election to the Board of Directors is presented below.
Except as otherwise indicated, all directors and nominees for director
have had the same principal employment for over five years.



Nominees for Election as Directors to Terms Expiring in 2003
John E. Sztykiel (age 43) has been a director since 1988.
Mr. John Sztykiel has been President and Chief Operating Officer of the
Company since December 1992. Mr. John Sztykiel previously served as the
Executive Vice President and Vice President of Sales of the Company from
1989 to 1990. From 1985 to 1989, Mr. John Sztykiel was the Director of
Marketing-Diversified Products Group of the Company. Mr. John Sztykiel
is the son of Mr. George Sztykiel, Chairman of the Board, Chief Executive
Officer and a director of the Company.

Charles E. Nihart (age 63) has been a director since 1984.
Mr. Nihart, a certified public accountant consultant, established the certified
public accounting firm of Nihart and Nihart, P.C., in 1972. The Lansing
offices of Nihart and Nihart merged with Maner, Costerison and Ellis, P.C.,
C.P.A. on January 1, 1989. Mr. Nihart is currently affiliated with the
firm on a consulting basis. Mr. Nihart also is the owner and President
of AARO Rentals, Inc., in Lansing, Michigan, a rental company of heavy
duty equipment in Lansing, Michigan.

James C. Penman (age 42) has been a director since March
1997. Mr. Penman has served as Director of Corporate Finance with Roney
& Co., a regional investment banking firm, since April 1993. From April
1993 until April 1995, Mr. Penman was a Senior Vice President of Investment
Banking with First of Michigan Corporation.



Directors with Terms Expiring in 2001
Anthony G. Sommer (age 41) has been a director since 1988.
Mr. Sommer has been the Executive Vice President of the Company since December
1992. Mr. Sommer previously served as Chief Financial Officer of the Company
from December 1992 until October 1996. From 1987 to December 1992 Mr. Sommer
served as Corporate Secretary/Treasurer of the Company and, from 1982 to
1987, as Controller of the Company.

George Tesseris (age 68) has been a director since 1984.
Mr. Tesseris has been a practicing partner with the law firm of Tesseris
and Crown, P.C., since 1981. From 1972 to 1981, Mr. Tesseris was a partner
in the law firm of Church, Wyble, Kritselis and Tesseris.

David R. Wilson (age 64) has been a director since 1996.
Mr. Wilson is an independent consultant to the automotive and commercial
vehicle industry. From 1982 to 1993, Mr. Wilson was Vice President of Volvo
GM Heavy Duty Truck Corporation and from 1979 to 1982, Mr. Wilson served
as general manager of field operations for Mercedes Benz of North America.






- -5-




Directors with Terms Expiring in 2002
George W. Sztykiel (age 70) has been a director since
1975. Mr. George Sztykiel is a founder of the Company and has served as
Chairman of the Board and Chief Executive Officer of the Company since
December 1992. Mr. George Sztykiel served as President of the Company from
September 1975 to December 1992. Mr. George Sztykiel is the father of Mr.
John Sztykiel, President, Chief Operating Officer and a director of the
Company.

William F. Foster (age 58) has been a director since 1978.
Mr. Foster, a firefighter for over 34 years, is a founder of the Company
and has served as Staff Engineer and Vice President since 1976. From 1965
to 1975, Mr. Foster served as a designer draftsman for Diamond Reo Trucks,
Inc.

Richard J. Schalter (age 46) has been a director since
August 12, 1999. Mr. Schalter, a certified public accountant, has served
as Secretary, Treasurer and Chief Financial Officer since November 1996.
From June 1989 until November 1996, Mr. Schalter served as Treasurer and
Director of Finance and Administration of Great Lakes Hybrids, an international
distributor and subsidiary of KWS a.g. From March 1986 to June 1989, Mr.
Schalter served as Treasurer and financial administrator for Martin Systems,
Inc., a worldwide supplier of electrical controls and machine operating
systems.

 



BOARD MEETINGS AND COMMITTEES
The Company's Board of Directors held five meetings during 1999. Each
director attended at least 75% of the aggregate of (a) the total number
of Board of Directors meetings and (b) the total number of meetings held
by all committees of the Board of Directors on which each served (during
the periods that each served).

The Board of Directors has the following standing committees:

Audit Committee. The Audit Committee is responsible for
the following activities: (a) recommending to the Board of Directors the
selection of independent auditors; (b) reviewing and approving the scope
of the yearly audit plan and proposed budget for audit fees; (c) reviewing
the results of the annual audit with the independent auditors; (d) reviewing
the Company's internal controls with the independent auditors; (e) reviewing
non-audit services and special engagements to be performed by independent
auditors; and (f) reporting to the Board of Directors on the Audit Committee's
activities and findings and making recommendations to the Board of Directors
on these findings. Messrs. Nihart (Chairman), Tesseris and Penman are members
of the Audit Committee. The Audit Committee met twice during 1999.

Compensation Committee. The responsibilities of the Compensation
Committee include: (a) recommending the cash and other incentive compensation,
if any, to be paid to the Company's executive officers; (b) reviewing and
making recommendations to the Board of Directors regarding stock options
awarded under the 1994 Incentive Stock Option Plan, the 1988 Nonqualified
Stock Option Plan and the Stock Option and Restricted Stock Plan of 1998;
and (c) reviewing all material proposed option plan changes. The Compensation
Committee determines the key employees to whom options will be granted,
the number of shares covered by each option, the exercise price of each
option and other matters associated with option awards. Messrs. Tesseris
(Chairman), Nihart and Penman are members of the Compensation Committee.
The Compensation Committee met once during 1999.

The Board of Directors does not have a standing nominating committee.
The Company will consider nominees for election to the Board of Directors
submitted by shareholders. The Company's Bylaws provide that any shareholder
entitled to vote generally in the election of directors may nominate one
or







- -6-


more persons for election as directors at a meeting only if written
notice of such shareholder's intent to make such nomination or nominations
has been given to the Secretary of the Company not less than 120 days before
the date of notice of the meeting in the case of an annual meeting, and
not more than seven days following the date of notice of the meeting in
the case of a special meeting. Each such notice to the Secretary shall
set forth: (a) the name, age, business address and residence address of
each nominee proposed in the notice; (b) the principal occupation or employment
of each nominee; (c) the number of shares of capital stock of the Company
which are beneficially owned by each nominee; (d) a statement that the
nominee is willing to be nominated; and (e) such other information concerning
each nominee as would be required under the rules of the Securities and
Exchange Commission in a proxy statement soliciting proxies for the election
of such nominees.

 



COMPENSATION OF DIRECTORS
Directors receive a $1,000 quarterly retainer fee plus an expense reimbursement
of $100 for each meeting of the Board of Directors that the director attends.

 



EXECUTIVE COMPENSATION
Compensation Summary

The following table shows certain information concerning the compensation
earned during each of the last three fiscal years in the period ended December
31, 1999, by the Chief Executive Officer and each of the Company's
four most highly compensated executive officers who served in positions
other than the Chief Executive Officer (the "named executive officers")
at the end of the last completed fiscal year:



SUMMARY COMPENSATION TABLE



(3)

These numbers include shares over which the
listed person is legally entitled to share voting or dispositive power
by reason of joint ownership, trust or other contract or property right,
and shares held by spouses, children or other relatives over whom the listed
person may have substantial influence by reason of relationship.



































_________________



- -7-





 

 

 




 

Annual

Compensation



 



Long-Term

Compensation

Awards



 

 







 



Name and Principal Position





 



Year



 




 

 

Salary

(1)



 




 

 

Bonus

(2)



 



Number of

Securities

Underlying

Options



 


 



All Other

Compensation

(3)







 

 

 

 

 

 

 

 

 

 





George W. Sztykiel

Chairman of the Board, Chief

Executive Officer and Director		



1999

1998

1997





$





121,192

117,507

107,061





$





66,026

77,692

47,216







12,500

12,500

12,500





$





2,349

2,349

2,205







 

 

 

 

 

 

 

 

 

 






John E. Sztykiel

President, Chief Operating

Officer and Director		



1999

1998

1997







148,210

143,750

131,787







93,671

111,178

67,461







15,000

15,000

15,000







2,896

2,896

2,726







 

 

 

 

 

 

 

 

 

 





Anthony G. Sommer

Executive Vice President

and Director		



1999

1998

1997







133,145

129,685

118,309







68,166

79,831

47,811







12,500

12,500

12,500







2,600

2,600

2,441







 

 

 

 

 

 

 

 

 

 





Richard J. Schalter

Secretary, Treasurer, Chief

Financial Officer and Director		



1999

1998

1997







121,470

116,352

104,869







58,924

68,813

33,528







12,500

7,500

7,500







2,325

2,325

1,739











The Company's stock option plans are administered by the Compensation
Committee of the Board of Directors which has authority to determine the
individuals to whom and the terms upon which options will be granted, the
number of shares to be subject to each option and the form of consideration
that may be paid upon the exercise of an option.

The following table sets forth information regarding stock options granted
to the Chief Executive Officer and the named executive officers during
the fiscal year ended December 31, 1999:

 



OPTIONS GRANTS IN LAST FISCAL YEAR






(1)

Includes director fees paid by the Company.





 

 





(2)

Includes payments under the Company's Quarterly
Bonus Program in which all employees of the Company participate.





 

 





(3)

Consists solely of the Company's contribution
to its profit-sharing plans.







____________________


  

    
    
      

	Individual Grants

      

    		
    
    
  

  

    
    
      

	


	  

	   

	Number of

	  Securities

	  Underlying
      

    		
    
    
      

	


	   

	Percent 

	  of Total 

	  Options 

	  Granted to
      

    		
    
     

      

        
      

	
Exercise 

	  Price
      

    		
    
    
    
    
      

	Potential Realizable 

	Value at Assumed 

	Annual Rates of Stock 

	Price Appreciation 

	for Option Term

      

    		
  

  

    
      

	


	  Name

      

    		
    
      

	Options 

	Granted(1)

      

    		
    
    
      

	Employees in 

	Fiscal Year

      

    		
    
    
      

	Per 

	Share

      

    		
    
    
      

	Expiration 

	Date

      

    		
    
    
      

	


	  0%

      

    		
    
    
      

	


	  5%

      

    		
    
    
      

	


	  10%

      

    		
  

  

    
    
    
    
    
    
    
    
    
    
    
    
    
    
  

  

    George W. Sztykiel
    
      

	12,500
      

    		
    
    
      

	2.4%
      

    		
    
      
$

    		
    
      

	5.75
      

    		
    
    
      
June 30, 2009

    		
    
      
$

    		
    
      
0

    		
    
      
$

    		
    
      
45,202

    		
    
      
$

    		
    114,550
  

  

    John E. Sztykiel
    
      

	15,000
      

    		
    
    
      

	2.9%
      

    		
    
    
      

	5.75
      

    		
    
    
      
June 30, 2009

    		
    
    
      
0

    		
    
    
      
54,242

    		
    
    137,460
  

  

    Anthony G. Sommer
    
      

	12,500
      

    		
    
    
      

	2.4%
      

    		
    
    
      

	5.75
      

    		
    
    
      
June 30, 2009

    		
    
    
      
0

    		
    
    
      
45,202

    		
    
    114,550
  

  

    Richard J. Schalter
    
      

	12,500
      

    		
    
    
      

	2.4%
      

    		
    
    
      

	5.75
      

    		
    
    
      
June 30, 2009

    		
    
    
      
0

    		
    
    
      
45,202

    		
    
    114,550
  






The following table summarizes the total number of options held by the
Chief Executive Officer and the named executive officers as of December
31, 1999:

 

 










- -8-




AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR(1)




(1)

On June 30, 1999, the Company granted options
to purchase shares of the Company's
common stock over a 10-year period. Executive officers of the Company are
entitled to exercise their options at a price determined by the Compensation
Committee, which was at least 85% of the fair market value of common stock
on June 30, 1999. Options terminate, subject to certain limited exercise
provisions, in the event of death or termination of employment or directorship.















___________________




 

 



Number of Securities

Underlying Unexercised

Options at Fiscal Year-End







 



          Name          



 

 



Exercisable



 



Unexercisable







 

 

 

 

 





George W. Sztykiel



$





90,000



 



--







John E. Sztykiel

 



125,895



 



--







Anthony G. Sommer

 



105,000



 



--







Richard J. Schalter

 



32,500



 



--











COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee")
develops and recommends to the Board of Directors the executive compensation
policies of the Company. The Committee also administers the Company's executive
compensation program and recommends for approval to the Board of Directors
the compensation to be paid to the Chief Executive Officer and other named
executive officers. The Committee consists of three directors, none of
whom is a current or former employee of the Company.

Compensation Philosophy

The Committee's executive compensation philosophy is to provide competitive
levels of compensation as well as incentives to achieve superior financial
performance. The Committee's policies are designed to achieve the following
five primary objectives: (a) integration of management's compensation with
the achievement of the Company's annual and long-term performance goals;
(b) reward above-average corporate performance; (c) recognition of individual
initiative and achievement; (d) attracting and retaining qualified management;
and (e) alignment of the interests of management with those of shareholders
to encourage achievement of continuing increases in shareholder value.
The Committee sets management compensation at levels which the Committee
believes are consistent with other companies in the Company's industry.

In 1994, the Company engaged Management Resource Center, Inc., a compensation
consulting firm, to review its compensation policies and competitive compensation
levels. The Committee has and currently intends to continue to consider
the recommendations of Management Resource Center, Inc. in developing the
Company's executive compensation program and making specific compensation
decisions.

Executive compensation consists of both cash and equity, and includes:
(a) base salary; (b) profit-sharing incentive bonus; and (c) long-term
incentive through participation in stock option plans. In addition, the
Company provides various benefits to its employees, including the Company's
executive officers.

In 1993, Congress amended the Internal Revenue Code of 1986 to add Section
162(m) which provides that publicly held corporations may not deduct compensation
paid to certain executive officers in excess of $1 million annually, with
certain exemptions. The Company has examined its executive compensation
policies in light of Section 162(m) and the regulations adopted by the
Internal Revenue Service to







- -9-


implement this section. It is not expected
that any portion of the Company's deduction for employee remuneration will
be disallowed in 2000 or in future years by reason of awards granted in
2000.

Base Salary

To attract and retain well qualified executives, it is the Committee's
policy to establish base salaries at levels and provide benefit packages
that are considered to be competitive. Base salaries for executive officers
are determined initially by evaluating the responsibilities of the position
and the experience of the individual, and by reference to the competitive
marketplace for management talent, including a comparison of base salaries
for comparable positions at similar companies within the custom chassis
industry. Some of the companies used for this comparison are included in
the indices used in the Stock Price Performance Graph presented in this
Proxy Statement.

The Committee believes that base salaries should approximate the mid-point
of the range of salaries paid for similar positions by companies in similar
industries. The Committee may recommend adjustments on a periodic basis
to maintain the desired levels of base salaries for the Company's executives.

The Committee determines annual salary adjustments by evaluating the
competitive marketplace, the performance of the Company and the executive
officer, as well as any increased responsibilities assumed by the executive
officer. Salary adjustments are determined and implemented generally on
a 12-month cycle.

Annual Incentive Bonus

The Committee selects members of management to participate in the Company's
incentive bonus program. The Committee considers several factors in determining
the annual incentive bonus, if any, paid to management, including achievement
of the Company's strategic and operating goals and an individual's achievement
of personal goals. In addition, the Company considers factors such as net
earnings per share, revenues, return on assets and return on equity.

Stock Option Plans

The Company currently grants stock options under the 1994 Incentive
Stock Option Plan and the Stock Option and Restricted Stock Plan of 1998.
The Company's stock option plans allow officers and key employees to purchase
common stock of the Company at a price established on the date of grant.
Options granted under the Stock Option and Restricted Stock Plan of 1998
that do not qualify as incentive stock options under Section 422(b) of
the Internal Revenue Code must have an exercise price equal to at least
85% of the fair market value of the Company's common stock. Incentive stock
options granted under the 1994 Incentive Stock Option Plan or the Stock
Option and Restricted Stock Plan of 1998 must have an exercise price equal
to at least 100% of the fair market value. The Committee administers all
aspects of the plans and reviews, modifies (to the extent appropriate)
and approves management's recommendations for awards.

Absent unusual circumstances, the Committee historically has granted
stock options on an annual basis to officers, key employees and directors
who are employees of the Company and on a biannual basis to directors who
are not employees of the Company. The Company's stock option plans are
designed to encourage long-term investment in the Company by participating
executives and key employees, more closely align executive and shareholder
interests and reward executive officers and other key employees for building
shareholder value. The Committee believes stock ownership by management
and other key employees is beneficial.






- -10-


In determining the number of options to be awarded to an officer or
key employee, the Committee takes into consideration the levels of responsibility
and compensation of the individual. The Committee also considers the recommendations
of management (other than awards to the Chief Executive Officer), the individual
performance of the officer or employee and the number of shares or other
compensation awarded to the officer or employee at other companies. Generally,
both the number of shares granted and their proportion relative to the
total number of shares granted increase corresponding to the level of a
participant's responsibility. Although the Committee also may consider
the number of options already held by an officer or employee, this factor
is not considered to be particularly important by the Committee in determining
the amounts of awards.

Chief Executive Officer

The Chief Executive Officer's compensation is based upon the policies
and objectives outlined above for all executive officers. Mr. George Sztykiel's
base salary in 1999 was approximately 3.1% above his 1998 salary. Mr. Sztykiel's
annual incentive bonus award for 1999 was $66,026 which includes the Company's
quarterly bonus program and his annual incentive bonus. During 1999, Mr.
Sztykiel was awarded options to purchase 12,500 shares of the Company's
common stock.

All recommendations of the Committee attributable to 1999 compensation
were unanimous and were approved and adopted by the Board of Directors
without modification.

Respectfully submitted,

George Tesseris, Chairman

Charles E. Nihart

James C. Penman




























- -11-




STOCK PRICE PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return
on Spartan's common stock to the CRSP Total Return Index for The Nasdaq
Stock Market ("CRSP NASDAQ") and the CRSP Total Return Index for Trucking
and Transportation Stocks reported on The Nasdaq Stock Market ("CRSP T&T"),
over a five-year period ended December 31, 1999, using 1994 as a base period.
The CRSP NASDAQ is a broad-based equity market index developed by the Center
for Research in Security Prices at the University of Chicago. The CRSP
T&T is comprised of companies with a market capitalization similar
to that of the Company and also is developed by the Center for Research
in Security Prices. The CRSP NASDAQ index and CRSP T&T index both assume
dividend reinvestment. Cumulative total shareholder return is measured
by dividing (a) the sum of: (i) the cumulative amount of dividends for
the measurement period, assuming dividend reinvestment; and (ii) the difference
between the share price at the end and the beginning of the measurement
period, by (b) the share price at the beginning of the measurement period.




COMPARISON OF FIVE YEAR CUMULATIVE

TOTAL SHAREHOLDER RETURN



 




(1)

No named executive officer exercised any stock
options in 1999.































- -12-


The dollar values for total shareholder return plotted in the graph
above are shown in the table below:



 

 

 



STOCK PERFORMANCE GRAPH



 

 

 

 		


















SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's directors and
officers and persons who beneficially own more than 10% of the outstanding
shares of common stock to file reports of ownership and changes in ownership
of shares of common stock with the Securities and Exchange Commission.
Directors, officers and greater than 10% beneficial owners are required
by SEC regulations to furnish the Company with copies of all Section 16(a)
reports they file with the SEC. Based solely upon the Company's review
of the copies of such reports received by it, or written representations
from certain reporting persons that no reports on Form 5 were required
for those persons for the 1999 fiscal year, the Company believes that its
directors and officers complied with all applicable filing requirements
during the Company's last fiscal year.

 




SELECTION OF INDEPENDENT AUDITORS
Subject to the approval of shareholders, the Company has appointed Ernst
& Young LLP as independent auditors for the Company for its 2000 fiscal
year. Representatives of Ernst & Young LLP are expected to be present
at the annual meeting, will have the opportunity to make a statement if
they desire to do so and are expected to be available to respond to appropriate
questions from shareholders.



YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP

 


SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the annual meeting
of shareholders in the year 2001 and that a shareholder would like to have
included in the proxy statement and form of proxy relating to that meeting
must be received by the Company for consideration not later than January
12, 2001 to be considered for inclusion in the proxy statement and form
of proxy relating to that meeting. Such proposals of shareholders should
be made in accordance with Securities and Exchange Commission Rule 14a-8.
All other proposals of shareholders that are intended to be presented at
the annual meeting in the year 2000 must be received by the Company not
later than April 30, 2001 or they will be considered untimely.

 

 




- -13-




SOLICITATION OF PROXIES
Solicitation of proxies will be made initially by mail. In addition,
directors, officers and employees of the Company and its subsidiaries may
solicit proxies by telephone or facsimile or in person without additional
compensation. Proxies may be solicited by nominees and other fiduciaries
who may mail materials to or otherwise communicate with the beneficial
owners of shares held by them. The Company will bear all costs of the preparation
and solicitation of proxies, including the charges and expenses of brokerage
firms, banks, trustees or other nominees for forwarding proxy material
to beneficial owners.

By Order of the Board of Directors

/s/ Richard J. Schalter

Richard J. Schalter

Secretary, Treasurer, Chief Financial

   Officer and Director

Charlotte, Michigan

May 12, 2000












































- -14-







FISCAL

YEAR-END



 



 

SPARTAN



 



 

CRSP NASDAQ



 



 

CRSP T&T







 

 

 

 

 

 

 







1994





$





100.00





$





100.00





$





100.00









1995







82.69



 



141.33



 



116.67









1996



 



51.07



 



173.89



 



128.79









1997



 



47.29



 



213.07



 



164.84









1998



 



44.36



 



300.25



 



148.30









1999



 



34.17



 



542.43



 



158.38



























THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 13, 2000


          The undersigned acknowledges receipt of the Notice of Annual Meeting and Proxy Statement for the Annual Meeting of Shareholders of Spartan Motors, Inc. to be held on June 13, 2000, and hereby appoints George W.
Sztykiel and Richard J. Schalter, or any one of them, attorneys and proxies of the undersigned, each with full power of substitution, to vote all shares of the undersigned in Spartan Motors, Inc. at such Annual Meeting, and at any adjournment thereof, for
the purpose of acting upon the proposal referred to on the reverse side, and of acting in their discretion upon such other matters as may properly come before the meeting.
You are encouraged to specify your choices by marking the appropriate boxes. SEE REVERSE SIDE, but you need not mark any boxes if you wish to vote in accordance with the Board of Directors' recommendations. The Proxies cannot vote your shares unless
you sign and return this card.


(Continued and to be signed on the reverse side)



















[BACK]



Spartan Motors, Inc.





PROXY



SPARTAN MOTORS, INC.



PROXY






































Your Board of Directors Recommends That You VOTE FOR ALL PROPOSALS





[X]



Please mark your votes 






 


as in this example using 






 


dark ink only.










(INSTRUCTION: To withhold

authority to vote for any individual

nominee, strike through that

nominee's name in the list at right.)







1.



To elect three directors for three year terms expiring in 2003.

 


For



[   ]



Withheld



[   ]

 


Nominees:



John E. Sztykiel

Chalres E. Nihart

James C. Penman



















2.



To ratify the Board of Directors' appointment of Ernst & Young LLP as independent auditors for the current fiscal year.

 


For



[   ]

 


Against



[   ]

 


Abstain



[   ]

 
















SIGNATURE(S)_______________________________________________________

 


Date: _______________, 2000








  
    
      
  





Note:



Please sign exactly as your name(s) appears on this Proxy. When signing on behalf of a corporation, partnership, guardian or trustee, indicate title or capacity of person signing. If shares are held jointly, each holder should sign.