Edgar Filing: LINDSAY MANUFACTURING CO

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

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[ ] 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 Rule 14a-11(c) or Rule 14a-12

Lindsay Manufacturing Co.
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(Name of Registrant as Specified in its Charter)

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LINDSAY MANUFACTURING CO.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

FEBRUARY 9, 2005

The Annual Meeting of Stockholders of Lindsay Manufacturing Co. (the
"Company") will be held at the Company's corporate office, 2707 North 108th
Street, Suite 102, Omaha, Nebraska, on Wednesday, February 9, 2005, at 8:30
a.m., Central Standard Time, for the following purposes:

(1) To elect two (2) directors who shall have terms ending in
2008.

(2) To ratify the appointment of KPMG LLP as the independent
auditor for the Company for the fiscal year ending August 31,
2005.

(3) To transact such other business as may properly come before
the meeting or any adjournment or adjournments thereof.

Enclosed herewith is a Proxy Statement setting forth information with
respect to the election of directors and the ratification of the appointment of
independent auditors.

Only stockholders holding shares of Common Stock of record at the close
of business on December 29, 2004 are entitled to notice of, and to vote, at the
meeting.

Stockholders, whether or not they expect to be present at the Annual
Meeting, are requested to sign and date the enclosed proxy which is solicited on
behalf of the Board of Directors and return it promptly in the envelope enclosed
for that purpose. Any person giving a proxy has the power to revoke it at any
time, and stockholders who are present at the Annual Meeting may withdraw their
proxies and vote in person.

By Order of the Board of Directors

/s/ Bruce C. Karsk
-----------------------------------
Bruce C. Karsk, Secretary

Omaha, Nebraska
December 29, 2004

IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER SOLICITATION FOR PROXIES TO ENSURE A QUORUM AT THE ANNUAL MEETING.

LINDSAY MANUFACTURING CO.
2707 North 108th Street, Suite 102
Omaha, Nebraska 68164

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

PROXY STATEMENT
for
ANNUAL MEETING OF STOCKHOLDERS
of
COMMON STOCK

This Proxy Statement is furnished in connection with the solicitation
of proxies for use at the Annual Meeting of Stockholders of Lindsay
Manufacturing Co. (the "Company") to be held on Wednesday, February 9, 2005 at
the time and place and for the purposes set forth in the accompanying Notice of
Annual Meeting of Stockholders. The principal executive offices of the Company
are at 2707 North 108th Street, Suite 102, Omaha, Nebraska 68164. This Proxy
Statement and the proxy cards are first being mailed to stockholders on or about
January 6, 2005.

Only holders of Common Stock of record at the close of business on
December 29, 2004 are entitled to vote at the Annual Meeting. At the record
date, there were 11,778,185 shares of Common Stock which were issued and
outstanding. Each share of Common Stock is entitled to one vote upon each matter
to be voted on at the Annual Meeting. Stockholders do not have the right to
cumulate votes in the election of directors.

The accompanying proxy is solicited on behalf of the Board of Directors
of the Company and is revocable at any time before it is exercised by written
notice of termination given to the Secretary of the Company or by filing with
him a later-dated proxy. Furthermore, stockholders who are present at the Annual
Meeting may withdraw their proxies and vote in person. All shares of the
Company's Common Stock represented by properly executed and unrevoked proxies
will be voted by the Board of Directors of the Company in accordance with the
directions given therein. Where no instructions are indicated, proxies will be
voted "FOR" each of the proposals set forth in this Proxy Statement for
consideration at the Annual Meeting. Shares of Common Stock entitled to vote and
represented by properly executed, returned and unrevoked proxies will be
considered present at the meeting for purposes of determining a quorum,
including shares with respect to which votes are withheld, abstentions are cast
or there are broker nonvotes.

VOTING SECURITIES AND BENEFICIAL OWNERSHIP
THEREOF BY PRINCIPAL STOCKHOLDERS,
DIRECTORS AND OFFICERS

The following table sets forth, as of December 15, 2004, the beneficial
ownership of the Company's Common Stock by each director, by each nominee to
become a director, by each of the executive officers named in the Summary
Compensation Table, and by all present executive officers and directors of the
Company as a group. The shares beneficially owned by executive officers and
directors of the Company include approximately 2.5% of the total shares
outstanding on the record date and entitled to vote at the Annual Meeting. The
Board of Directors believes that all of these shares will be present at the
Annual Meeting and will be voted "FOR" each proposal being considered at the
Annual Meeting. In addition, executive officers and directors are deemed to
beneficially own shares which they may acquire upon the exercise of vested stock
options or options that will vest within 60 days of the record date. These
shares are not outstanding and may not be voted at the Annual Meeting. The
following table also sets forth the beneficial ownership of the Company's Common
Stock by each other person believed by the Company to beneficially own more than
5% of the outstanding shares of the Company's Common Stock:

NUMBER OF SHARES PERCENT
NAME BENEFICIALLY OWNED(1) OF CLASS
---- --------------------- --------

DIRECTORS AND EXECUTIVE OFFICERS
Howard G. Buffett, Director ............................................... 56,820 (2) *
Michael N. Christodolou, Director and Chairman of the Board ............... 35,682 (2) *
Larry H. Cunningham, Director ............................................. 26,324 (2) *
J. David McIntosh, Director ............................................... 16,137 (2) *
Michael C. Nahl, Director ................................................. 5,062 (2) *
William F. Welsh II, Director ............................................. 28,224 (2) *
Richard W. Parod, Director, President and Chief Executive Officer ....... 253,100 (2) 2.1
Bruce C. Karsk, Executive Vice President, Treasurer and Secretary ......... 157,106 (2) 1.3
Douglas J. Twyford, Vice President -- International Sales ................. 3,000 (2) *
Matthew T. Cahill, Vice President -- Manufacturing ........................ 16,500 (2) *
Dirk A. Lenie, Vice President of Marketing ................................ 16,600 (2) *
All executive officers and directors as a group
(15 persons) ............................................................ 816,131 (2) 6.6
OTHER SHAREHOLDERS
T. Rowe Price Associates, Inc. (3) ........................................ 1,524,050 (8) 12.9
The TCW Group, Inc. (4) ................................................... 1,230,033 (8) 10.4
Third Avenue Management LLC (5) ........................................... 954,700 (8) 8.1
Gary D. Parker (6) ........................................................ 670,441 (8) 5.7
Barclays Global Investors, N.A. (7) ...................................... 593,239 (8) 5.0

-------------------------
* Represents less than 1% of the outstanding Common Stock of the Company.

(1) Each stockholder has sole voting and investment power over the shares
he beneficially owns, and all such shares are owned directly by the
individual or their spouse unless otherwise indicated.

(2) Includes 55,684, 35,436, 21,262, 11,137, 5,062, 18,224, 249,000, 9,000,
3,000, 16,500, 16,500 and 515,805 shares which may be acquired
currently or within 60 days of December 15, 2004 pursuant to the
exercise of options by Messrs. Buffett, Christodolou, Cunningham,
McIntosh, Nahl, Welsh, Parod, Karsk, Twyford, Cahill and Lenie and the
executive officers and directors as a group, respectively.

(3) 100 E. Pratt Street, Baltimore, Maryland 21202.

(4) 865 South Figueroa Street, Los Angeles, California 90017.

(5) 622 Third Avenue, New York, New York 10017.

(6) 6272 Country Club Drive, Columbus, Nebraska 68601. Mr. Parker is a
former Chairman and Chief Executive Officer of the Company. Excludes
45,566 shares held by Joanne E. Parker, spouse, for which Mr. Parker
disclaims beneficial ownership.

(7) 45 Fremont Street, San Francisco, California 94105.

(8) Based on Schedules 13D, 13F and 13G reports filed with the Securities
and Exchange Commission with respect to the Company's Common Stock. Mr.
Parker's beneficial ownership is based on his Schedule 13G dated as of
December 31, 2003. All other beneficial ownership information for the
Other Shareholders is based on Schedules 13F dated as of September 30,
2004.

SECTION 16(A) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE

The rules of the Securities and Exchange Commission require the Company
to disclose the identity of directors and executive officers and of beneficial
owners of more than 10% of the Company's Common Stock who did not file on a
timely basis reports required by Section 16 of the Securities Exchange Act of
1934. Based solely on review of copies of those reports received by us, or
written representations from reporting persons, the Company believes that all
directors, executive officers and 10% beneficial owners complied with all filing
requirements applicable to them during Fiscal 2004.

ELECTION OF DIRECTORS

The Board of Directors, upon recommendation made by the Corporate
Governance and Nominating Committee, has nominated Michael N. Christodolou and
J. David McIntosh to serve as directors for additional three-year terms. Messrs.
Christodolou and McIntosh have each expressed an intention to serve, if elected,
and the Board of Directors knows of no reason why either of them might be
unavailable to continue to serve, if elected. If either Messrs. Christodolou or
McIntosh is unable to serve, the shares represented by all valid proxies will be
voted for the election of such substitute nominee as the Board of Directors may
recommend. There are no arrangements or understandings between Messrs.
Christodolou or McIntosh and any other person pursuant to which they were
nominated to serve on the Board of Directors.

The election of a director requires the affirmative vote of a plurality
of the shares present in person or represented by proxy at the meeting and
entitled to vote. Consequently, votes withheld and broker nonvotes with respect
to the election of the director will have no impact on the election of the
director. Proxies submitted pursuant to this solicitation will be voted, unless
specified otherwise, for the election of Messrs. Christodolou and McIntosh. THE
BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE ELECTION OF
MESSRS. CHRISTODOLOU AND MCINTOSH.

BOARD OF DIRECTORS AND COMMITTEES

The following table sets forth certain information regarding the
directors of the Company. The Board of Directors has determined that each of
Messrs. Christodolou (Chairman), McIntosh, Cunningham, Buffett, Welsh and Nahl
are independent directors of the Company under the listing standards adopted by
the New York Stock Exchange. All members of the Board of Directors have held the
positions with the companies (or their predecessors) set forth under "Principal
Occupation" for at least five years, unless otherwise indicated.

PRINCIPAL DIRECTOR TERM TO
NAME AGE OCCUPATION SINCE EXPIRE
---- --- ---------- ----- ------

NOMINEES

Michael N. Christodolou 43 Founder and Manager of Inwood Capital 1999 2005
Management, L.L.C. (1)
J. David McIntosh 61 Retired Executive Vice President of The 2002 2005
Toro Company (2)

DIRECTORS CONTINUING IN OFFICE

Larry H. Cunningham 60 Retired Senior Vice President, Corporate 2000 2006
Affairs for Archer Daniels Midland Company
(3)

Richard W. Parod 51 President and Chief Executive Officer of 2000 2006
Lindsay Manufacturing Co. (4)

Howard G. Buffett 50 President of BioImages and President of 1995 2007
Buffett Farms (5)

William F. Welsh II 63 Retired Chairman of Election Systems & 2001 2007
Software (6)

Michael C. Nahl 62 Senior Vice President and Chief Financial 2003 2007
Officer of Albany International Corp. (7)

---------------------------
(1) Mr. Christodolou founded Inwood Capital Management, L.L.C., which serves as
the general partner of a number of investment partnerships, in May 2000. From
1993 to 1999, Mr. Christodolou was Director of Equity Investments of Barbnet
Investment Co. (formerly known as Thomas M. Taylor & Co.), an investment
consulting firm providing services to various entities associated with certain
members of the Bass Family of Fort Worth, Texas. Mr. Christodolou joined Thomas
M. Taylor & Co. in 1988 as an investment analyst.

(2) Mr. McIntosh served as Group Vice President of Professional and
International Business Divisions of The Toro Company from 1996 until August 1998
when he was appointed Executive Vice President. Mr. McIntosh had been employed
by The Toro Company for 26 years prior to retiring on January 31, 2002. Mr.
McIntosh currently serves on the Board of Directors for Health Tech Solutions,
Inc., the Johnson Institute Foundation and is Chairman of StylePointe, LLC.

(3) Prior to joining Archer Daniels Midland Company in 1993, Mr. Cunningham was
employed by A.E. Staley Manufacturing Company from 1965 to 1990. Mr. Cunningham
has served on the Board of Trustees for Millikin University and the James
Millikin Trust.

(4) Prior to joining the Company in April of 2000, Mr. Parod was the Vice
President and General Manager of Toro Irrigation, a division of The Toro
Company, from 1997 to March 2000. From 1993 to 1997, he was an executive officer
of James Hardie Irrigation, serving as President from 1994 to 1997.

(5) From 1996 to 2001, Mr. Buffett served as Chairman of the Board of Directors
of The GSI Group. Mr. Buffett was Corporate Vice President, Assistant to the
Chairman and director of Archer Daniels Midland Company from 1992 to 1995 and a
County Commissioner of Douglas County, Nebraska from 1989 to 1992. Mr. Buffett
is also a director of Berkshire Hathaway, Inc. and ConAgra Foods, Inc.

(6) From 1995 to 2000, Mr. Welsh was President and Chief Executive Officer of
Election Systems & Software. From 2000 to October 31, 2003, Mr. Welsh served as
Chairman of Election Systems & Software. Mr. Welsh remains as a director of
Election Systems & Software and is also Chairman and a director of Ballantyne of
Omaha, Inc.

(7) Mr. Nahl joined Albany International Corp. in 1981 as Group Vice President,
Corporate and was appointed to his current position in 1983. Mr. Nahl is a
director of GrafTech International Ltd. and serves on the Regional Advisory
Board of JPMorgan Chase.

Information regarding executive officers of the Company is found in the
Company's Annual Report which has been supplied with this Proxy Statement.

The Board of Directors operates pursuant to the provisions of the
Company's certificate of incorporation and bylaws as well as a set of Corporate
Governance Principles which address a number of items, including the
qualifications for serving as a director, the responsibilities of directors and
board committees and the compensation of directors. The Company has adopted a
Code of Ethical Conduct that applies to the Chief Executive Officer, Chief
Financial Officer and Corporate Controller, as required by Section 406 of the
Sarbanes Oxley Act of 2002. Additionally, the Board has revised its Code of
Business Conduct and Ethics for all persons associated with the Company,
including its directors, officers and employees, to comply with the listing
standards adopted by the New York Stock Exchange. Both of these codes and the
Company's Corporate Governance Principles are available on the Company's website
at http://www.lindsaymanufacturing.com and are available in print to any
stockholder who submits a request in writing to the Secretary of the Company.

The Board of Directors conducts its business through meetings and
actions taken by written consent in lieu of meetings. During the fiscal year
ended August 31, 2004, the Board of Directors held nine meetings. Each director
attended at least 75% of the aggregate meetings of the Board of Directors and of
the committees of the Board of Directors on which he served during fiscal 2004.

The Company's non-management directors normally meet in executive
session at each regularly scheduled Board meeting. The Chairman of the Board,
currently Mr. Christodolou, an independent outside director, is the presiding
director at each executive session of the Board of Directors.

The Board of Directors has established an Audit Committee, a
Compensation Committee and a Corporate Governance and Nominating Committee.

AUDIT COMMITTEE. The primary purpose of the Audit Committee is to
assist the Board of Directors in the oversight of (i) the integrity of the
Company's financial statements, (ii) the Company's compliance with legal and
regulatory requirements, (iii) the independent auditor's qualifications and
independence, and (iv) the performance of the Company's internal audit function.
The Audit Committee is responsible for selecting, compensating and evaluating
the Company's independent auditor. Specific functions performed by the Audit
Committee include reviewing periodically with independent auditors the
performance of the services for which they are engaged, reviewing the scope of
the annual audit and its results, reviewing the Company's annual financial
statements and quarterly financial statements with management and the
independent auditor, reviewing the scope and results of the Company's internal
auditing function, and reviewing the adequacy of the Company's internal
accounting controls with management and auditors. The Audit Committee operates
under a written charter adopted by the Board of Directors which is available on
the Company's website at http://www.lindsaymanufacturing.com and is available in
print to any stockholder who submits a request in writing to the Secretary of
the Company.

The Audit Committee is comprised of Directors Welsh (Chairman),
Christodolou, McIntosh and Nahl, each of whom has been determined to be
independent by the Board of Directors under the rules of the Securities and
Exchange Commission and under the listing standards adopted by the New York
Stock Exchange. In addition, the Board of Directors has determined that each of
Messrs. Christodolou, Nahl and Welsh qualify as "audit committee financial
experts" under the rules of the Securities and Exchange Commission. Mr.
Cunningham, who has also been determined to be independent, served on the Audit
Committee until January 21, 2004. The Audit Committee held twelve meetings
during fiscal 2004.

COMPENSATION COMMITTEE. The Compensation Committee reviews and approves
the Company's compensation policies, benefit plans, employment agreements,
salary levels, bonus payments, and awards pursuant to the Company's management
incentive plans for its officers. It also reviews compensation for directors and
recommends changes to the Board. The Compensation Committee is specifically
responsible for determining the compensation of the Company's Chief Executive
Officer and conducts an annual performance evaluation of the Chief Executive
Officer. The Compensation Committee operates under a written charter adopted by
the Board of Directors which is available on the Company's website at
http://www.lindsaymanufacturing.com and is available in print to any stockholder
who submits a request in writing to the Secretary of the Company.

The Compensation Committee is comprised of Directors Cunningham
(Chairman), Christodolou, McIntosh and Welsh, each of whom has been determined
to be independent by the Board of Directors under the listing standards adopted
by the New York Stock Exchange. The Committee held eight meetings during fiscal
2004.

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE (PREVIOUSLY NAMED
NOMINATING COMMITTEE). The Corporate Governance and Nominating Committee is
responsible for making recommendations to the Board of Directors of persons to
serve as directors of the Company and as chairmen and members of committees of
the Board of Directors and for reviewing and recommending changes in the general
Corporate Governance Principles of the Company. It also oversees the annual
evaluation by the Board of Directors to determine whether the Board and its
committees are functioning effectively. The Corporate Governance and Nominating
Committee operates under a written charter adopted by the Board of Directors
which is available on the Company's website at
http://www.lindsaymanufacturing.com and is available in print to any stockholder
who submits a request in writing to the Secretary of the Company.

The Corporate Governance and Nominating Committee identifies nominees
to serve as director of the Company primarily through suggestions made by
directors, management and stockholders. The Corporate Governance and Nominating
Committee will consider director nominees for next year's annual meeting
recommended by stockholders which are submitted in writing, complete with
biographical and business experience information regarding the nominee, to the
Secretary of the Company by September 8, 2005. Candidates for directors are
evaluated based on their independence, character, judgment, diversity of
experience, financial or business acumen, ability to represent and act on behalf
of all shareholders, and the needs of the Board.

The Corporate Governance and Nominating Committee is comprised of
Directors Christodolou (Chairman), Buffett, Cunningham and Welsh, each of whom
has been determined to be independent by the Board of Directors under the
listing standards adopted by the New York Stock Exchange. The Committee held
four meetings during fiscal 2004.

COMPENSATION OF DIRECTORS

Directors who are not employees of the Company are paid $24,000
annually, plus $1,200 per day for attending meetings (including teleconference
meetings of four hours or more) of the Board of Directors and $600 per day for
other teleconference meetings of the Board of Directors or for attending any
separate meetings of committees of the Board of Directors. In addition, if the
Chairman is a non-employee director, he or she is paid $12,000 per year for
serving in that capacity. The Chairman of the Audit Committee is paid $8,000 per
year for serving as such Chairman. The Chairman of the Compensation Committee is
paid $4,000 per year for serving as such Chairman. Directors are reimbursed for
expenses they incur in attending meetings. Non-employee directors receive
automatic awards of nonqualified options to purchase Common Stock under the
Company's 2001 Amended and Restated Long-Term Incentive Plan. Continuing
non-employee directors receive a fixed annual grant of options to purchase 5,062
shares of Common Stock on September 3 of each year. A new non-employee director
will receive an initial grant of options to purchase 25,312 shares of Common
Stock on the first September 3 occurring after he or she becomes a director. No
other grants of stock options can be made to non-employee directors. In all
cases, the exercise price for options granted to non-employee directors is equal
to the closing price of the Common Stock on the date of the grant. Options
granted to non-employee directors vest 20% per year over a five-year period.
During fiscal 2004, the Company granted Mr. Nahl options to purchase 25,312
shares of Common Stock and each of Messrs. Buffett, Christodolou, Cunningham,
McIntosh and Welsh options to purchase 5,062 shares of Common Stock, all at an
exercise price of $23.05 per share.

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth information regarding the annual and
long-term compensation awarded to, earned by, or paid by the Company and its
subsidiaries to the Chief Executive Officer and the other four highest paid
executive officers of the Company for services rendered during the three fiscal
years ended August 31, 2004, 2003 and 2002.

SUMMARY COMPENSATION TABLE

LONG-TERM COMPENSATION
----------------------

ANNUAL COMPENSATION AWARDS PAYOUTS
------------------- ------ -------
(A) (B) (C) (D) (E) (F) (G) (H) (I)
SECURITIES
RESTRICTED UNDERLYING
OTHER ANNUAL STOCK OPTIONS/ LTIP ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION(1) AWARD(S) SARS PAYOUTS(2) COMPENSATION(3)
POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
-------- ---- --- --- --- --- --- --- ---

Richard W. Parod 2004 345,000 35,604 -- -- 45,000 -- 4,936
President and Chief 2003 328,860 205,997 -- -- 45,000 -- 10,834
Executive Officer 2002 312,946 196,940 -- -- -- -- 6,011

Bruce C. Karsk 2004 197,000 9,239 -- -- 7,500 -- 17,820
Executive Vice 2003 191,000 69,658 -- -- 7,500 -- 15,741
President, Secretary 2002 184,904 67,211 -- -- 7,500 -- 14,916
and Treasurer

Douglas J. Twyford 2004 170,000 31,297 67,212 -- -- -- 6,350
Vice President -- 2003 29,423 11,781 -- -- 15,000 -- 1,081
International Sales 2002 -- -- -- -- -- -- --

Matthew T. Cahill 2004 147,500 24,057 -- -- 7,500 -- 8,072
Vice President -- 2003 140,000 50,372 -- -- 7,500 -- 6,898
Manufacturing 2002 129,904 48,503 26,975 -- 7,500 -- 4,954

Dirk A. Lenie 2004 150,000 11,550 -- -- 7,500 -- 5,091
Vice President -- 2003 145,000 51,867 -- -- 7,500 -- 6,111
Marketing 2002 140,885 51,916 -- -- 7,500 -- 4,251

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

(1) The amount reported for Mr. Twyford for fiscal 2004 consists of
$66,811 of moving expenses and associated employment taxes related to the
nondeductible portion of moving expenses and $401 for a fitness membership. The
amount reported for Mr. Cahill for fiscal 2002 consists of $26,975 of moving
expenses and associated employment taxes related to the nondeductible portion of
moving expenses.

(2) The Company does not have a long-term incentive plan as defined in
Item 402 of Regulation S-K under the Securities Exchange Act of 1934, as
amended.

(3) These amounts for fiscal 2004 consist of defined contributions and
matching contributions for calendar year 2003 to the Company's defined
contribution profit-sharing and 401(k) plan of $944, $7,355, $5,465, $5,441 and
$2,105 for Messrs. Parod, Karsk, Twyford, Cahill and Lenie, respectively, and of
fiscal 2004 premiums for supplemental life and disability insurance (and, in the
case of Mr. Karsk, the value of split-dollar supplemental term life insurance)
of $3,992, $10,485, $885, $2,631 and $2,986 for Messrs. Parod, Karsk, Twyford,
Cahill and Lenie, respectively.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

The following table sets forth certain information relating to options
granted during fiscal 2004 to executive officers of the Company whose
compensation is reported in the Summary Compensation Table. All options were
issued under the Company's 2001 Amended and Restated Long-Term Incentive Plan.

POTENTIAL REALIZED
VALUE AT ASSUMED ANNUAL
RATES OF STOCK PRICE
APPRECIATION FOR
OPTION TERM(2)
--------------
(A) (B) (C) (D) (E) (F) (G)
NUMBER OF %
SECURITIES OF TOTAL
UNDERLYING OPTIONS/SARS
OPTIONS/SARS GRANTED TO EXERCISE OR
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION
NAME (#)(1) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
---- ------ ----------- ------ ---- ----- ------

Richard W. Parod 45,000 29.6% $25.77 April 22, 2014 $729,450 $1,848,150
Bruce C. Karsk 7,500 4.9% $25.77 April 22, 2014 $121,575 $308,025
Douglas J. Twyford -- -- -- -- -- --
Matthew T. Cahill 7,500 4.9% $25.77 April 22, 2014 $121,575 $308,025
Dirk A. Lenie 7,500 4.9% $25.77 April 22, 2014 $121,575 $308,025

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

(1) The exercise price of all options granted during fiscal 2004 is equal to the
fair market value of the Company's Common Stock on the date of grant. Each
option expires ten years from the date of grant. No stock appreciation rights
(SARs) were granted during fiscal 2004.

(2) The dollar amounts set forth under these columns are the result of
calculations of assumed annual rates of Common Stock price appreciation from the
respective dates of the grant to the respective expiration dates of the options
of 5% and 10%. These assumptions are not intended to forecast future price
appreciation of the Company's Common Stock. The Company's stock price may
increase or decrease in value over the time period set forth above.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES

The following table sets forth certain information concerning options
exercised during fiscal 2004, the number of unexercised options and the value of
unexercised options at the end of fiscal 2004 for the executive officers of the
Company whose compensation is reported in the Summary Compensation Table.

(A) (B) (C) (D) (E)

NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS/SARS AT
OPTIONS/SARS AT FISCAL YEAR
FISCAL YEAR END(#) END($)(1)
SHARES ACQUIRED VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) ($)(1) UNEXERCISABLE UNEXERCISABLE
---- -------------- ------ ------------- -------------

Richard W. Parod -- -- 249,000 / 191,000 $2,661,360 / $1,329,440
Bruce C. Karsk -- -- 9,000 / 21,000 $35,610 / $42,090
Douglas J. Twyford -- -- 3,000 / 12,000 $9,030 / $36,120
Matthew T. Cahill -- -- 16,500 / 26,000 $84,060 / $74,390
Dirk A. Lenie -- -- 16,500 / 26,000 $84,060 / $74,390

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

(1) Based on the difference between the closing sale price of the Common Stock
on August 31, 2004 and the related option exercise price.

EMPLOYMENT AGREEMENT

The Company entered into an employment agreement with Richard Parod,
its President and Chief Executive Officer, effective April 5, 2000, as amended
on May 2, 2003 and December 22, 2004 (the "Agreement"). The term of the
Agreement runs through April 5, 2007. Under the Agreement, Mr. Parod receives a
base salary, subject to annual review and adjustment by the Compensation
Committee of the Board of Directors, and is entitled to an annual incentive
bonus with a target of 60% of his annual salary and an actual payout of 0% to
120% of his annual salary based on individual and/or Company performance.

Under the terms of his employment agreement, Mr. Parod was granted a
total of 350,000 non-qualified stock options in April 2000. The exercise price
of these options is $14.00 per share, which was equal to the fair market value
of the Company's Common Stock on the date of grant. Options for 300,000 shares
granted to Mr. Parod become exercisable 20% per year beginning on April 5, 2001
through April 5, 2005. The remaining 50,000 options will become exercisable on
(i) the first day following completion of a 20 business day period during which
the fair market value of the Company's Common Stock exceeds $40 per share
provided the period occurs prior to April 5, 2005 or (b) April 5, 2009. All of
Mr. Parod's options will vest immediately in the event of (a) a dissolution or
liquidation of the Company, (b) a sale of substantially all the assets of the
Company, (c) a merger or other combination involving the Company after which the
owners of the Company immediately prior to such merger or combination own less
than 50% of the outstanding shares of the Company, or (d) the acquisition of
more than 50% of the Company's Common Stock by any person through a tender offer
or otherwise. The options granted to Mr. Parod expire on April 5, 2010.

REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION

The report is not deemed to be "soliciting material" or to be "filed"
with the Securities and Exchange Commission (the "SEC") or subject to the SEC's
proxy rules or to the liabilities of Section 18 of the Securities Exchange Act
of 1934 (the "1934 Act"), and the report shall not be deemed to be incorporated
by reference into any prior or subsequent filing by the Company under the
Securities Act of 1933 or the 1934 Act.

The Compensation Committee of the Board of Directors is comprised of
Larry H. Cunningham (as Chairman), Michael N. Christodolou, J. David McIntosh
and William F. Welsh II, each of whom is an independent director of the Company
under the rules adopted by the New York Stock Exchange. The Compensation
Committee is responsible for setting policies with respect to compensation of
the Company's executive officers.

EXECUTIVE OFFICER COMPENSATION. The Compensation Committee endeavors to
implement an executive compensation program that is effective in attracting,
retaining and motivating the executive officers upon whom the Company relies to
develop and implement its business strategy. The overall goal of the Company's
compensation program is to maximize shareholder value. Accordingly, an important
component of our compensation philosophy is to closely align the financial
interests of the Company's executive officers with those of the shareholders.

During fiscal 2004, the Company utilized a compensation package that
provided its executive officers with a base salary, benefits and opportunities
to receive performance bonuses as well as grants of stock options, under our
existing incentive plans. Base salaries were established based on the executive
officers' prior salary and our view of the base salary levels for executive
officers with comparable positions and responsibilities in similar companies.
The remaining portion of each executive officer's fiscal 2004 compensation was
directly related to the success of the Company. This was accomplished in two
ways.

First, for fiscal 2004, the Company continued to use a management
incentive plan (the "Incentive Plan") that directly correlates employee bonuses
to the achievement of both corporate and individual performance objectives. The
Compensation Committee originally engaged William M. Mercer, Incorporated, an
international consulting company, to assist it in the development of the
Incentive Plan. The Compensation Committee is responsible for approving
objectives and otherwise administering the implementation of the Incentive Plan
with respect to the executive officers. Under the Incentive Plan, a target bonus
of 60% of base salary was established for the Chief Executive Officer, and a
target bonus of 35% of base salary was established for the other Named Executive
Officers. Achievement of corporate objectives relating to specific financial
measures account for 80% of the total potential bonus paid to Named Executive
Officers under the Incentive Plan. Individual performance

objectives, tailored to each officer's area of responsibility, account for the
remaining 20% of the total potential bonus under the Incentive Plan. Measurable
performance objectives were established for each Named Executive Officer.
Minimum "threshold" objectives levels must be achieved under the corporate and
the individual component in order for any bonus to be earned under that
component. Conversely, up to 200% of the target bonus amount may be paid if
target objectives are significantly exceeded. The corporate objectives for
fiscal 2004 included corporate operating income (COI) goals for all executive
officers and, in addition, individual market financial performance (MFP) goals
for certain executive officers. During fiscal 2004, the minimum "threshold" COI
objective level was not achieved, so that no bonus was earned under this
financial measure by any executive officer. However, two executive officers
earned bonuses under their MFP objectives at 92% and 111%, respectively, of
their target bonus amounts for this component. Bonuses were paid to executive
officers under the individual component ranging between 67% and 110% of the
target bonus amount for this component.

Second, believing that significant ownership of Company stock serves to
align management's interest with that of the Company's shareholders, executive
officers who, in our opinion, have contributed and will contribute to the
growth, development and financial success of the Company were awarded stock
options. In order to motivate our executives to increase shareholder value, the
exercise price of all stock options granted in fiscal 2004 was equal to market
value of our Common Stock on the respective grant dates. Accordingly, these
options will only have value if our shareholders also benefit from increasing
share prices. In order to motivate the Company's executives to make a long-term
commitment to the Company, stock options may not be exercised until they vest.
All stock options granted in fiscal 2004 vest ratably over a five-year period.
Until vested, these options are subject to forfeiture provisions if an executive
officer leaves the Company.

DISCUSSION OF 2004 COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER. As
described above, the Compensation Committee is responsible for establishing
total compensation for all executive officers, including Richard Parod, the
Company's Chief Executive Officer. After considering various factors, including
Mr. Parod's performance as Chief Executive Officer during fiscal 2004 and the
increases in salary levels generally for chief executive officers of public
manufacturing companies, the Compensation Committee determined to increase Mr.
Parod's base salary by approximately 5% to $362,250, effective as of the
beginning of fiscal 2005. During fiscal 2004, Mr. Parod participated in the
Incentive Plan. He earned no bonus under the corporate component for fiscal
2004, since the minimum "threshold" COI objective level was not achieved, and
this was the only corporate objective which applied to him. He achieved most of
his target objectives under the individual component of the Incentive Plan and
earned a bonus of 86% of the target bonus amount for this component, which
resulted in a bonus for fiscal 2004 of $35,604, which was equal to approximately
10% of his base salary. Mr. Parod received a stock option award for 45,000
shares of Company common stock during fiscal 2004. The Compensation Committee
determined that this grant represented a median market level award, based on
survey data previously provided by Mercer Human Resource Consulting for
long-term incentive awards to chief executive officers of similarly-sized
durable manufacturing companies.

COMPLIANCE WITH SECTION 162(M) OF THE INTERNAL REVENUE CODE. The
current tax law imposes an annual, individual limit of $1 million on the
deductibility of the Company's compensation payments to the chief executive
officer and to the four most highly compensated executive officers other than
the chief executive officer. Specified compensation is excluded for this
purpose, including performance-based compensation, provided that certain
conditions are satisfied. The Committee has determined to preserve, to the
maximum extent practicable, the deductibility of all compensation payments to
the Company's executive officers.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. During
fiscal 2004 there were no compensation committee interlocks and no insider
participation in compensation decisions that were required to be reported under
the rules and regulations of the Securities Exchange Act of 1934.

Larry H. Cunningham, Chairman
Michael N. Christodolou
J. David McIntosh
William F. Welsh II

REPORT OF THE AUDIT COMMITTEE

The following report of the audit committee of Lindsay Manufacturing
Co. (the "Company") shall not be deemed to be "soliciting material" or to be
"filed" with the Securities and Exchange Commission, nor shall this report be
incorporated by reference into any filing made by the Company under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended.

The Audit Committee is comprised of William F. Welsh II (as Chairman),
Michael N. Christodolou, J. David McIntosh and Michael C. Nahl, each of whom is
an independent director of the Company under the rules adopted by Securities and
Exchange Commission and the New York Stock Exchange.

The Company's management is responsible for the preparation of the
Company's financial statements and for maintaining an adequate system of
internal controls and processes for that purpose. KPMG LLP ("KPMG") acts as the
Company's independent auditors and they are responsible for conducting an
independent audit of the Company's annual financial statements in accordance
with generally accepted auditing standards and issuing a report on the results
of their audit. The Audit Committee is responsible for providing independent,
objective oversight of both of these processes.

The Audit Committee has reviewed and discussed the audited financial
statements for the year ended August 31, 2004 with management of the Company and
with representatives of KPMG. As a result of these discussions, the Audit
Committee believes that the Company maintains an effective system of accounting
controls that allow it to prepare financial statements that fairly present the
Company's financial position and results of its operations. Our discussions with
KPMG also included the matters required by Statement on Auditing Standard No. 61
(Communications with Audit Committees).

In addition, the Audit Committee reviewed the independence of KPMG. We
have discussed KPMG's independence with them and have received written
disclosures and a letter from KPMG regarding their independence as required by
Independence Standards Board Standards No. 1.

Based on the foregoing, the Audit Committee has recommended to the full
board of directors that the audited financial statements of the Company for the
year ended August 31, 2004 be included in the Company's annual report on Form
10-K to be filed with the Securities and Exchange Commission.

William F. Welsh II, Chairman
Michael N. Christodolou
J. David McIntosh
Michael C. Nahl

STOCK PERFORMANCE GRAPH

This stock performance graph is not deemed to be "soliciting material"
or "filed" with the Securities and Exchange Commission (the "SEC") or subject to
the SEC's proxy rules or to the liabilities of Section 18 of the Securities
Exchange Act of 1934 (the "1934 Act"), and this stock performance graph shall
not be deemed to be incorporated by reference into any prior or subsequent
filing by the Company under the Securities Act of 1933 or the 1934 Act.

The following stock performance graph is a comparison of the Cumulative
Total Return on the Company's Common Stock over the five-year period ending
August 31, 2004, with the Cumulative Total Return on the S&P Smallcap 600 Index
and the S&P Construction, Farm Machinery and Heavy Truck Index.

(LINE CHART)

SOURCE: BLOOMBERG BASE YEAR = 100: 8/31/99

COMPANY NAME AUG-99 AUG-00 AUG-01 AUG-02 AUG-03 AUG-04
------------ ------ ------ ------ ------ ------ ------

LINDSAY MANUFACTURING CO 100.00 107.42 112.05 129.81 132.85 151.31

S&P SMALLCAP 600 INDEX 100.00 128.19 128.90 116.62 143.08 164.36

S&P CONSTRUCTION, FARM MACHINERY
AND HEAVY TRUCK INDEX 100.00 72.03 71.54 77.97 106.80 148.94

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR

KPMG LLP, the Company's independent auditor since 2001, has been
appointed by the Audit Committee as the independent auditor for the Company and
its subsidiaries for the fiscal year ending August 31, 2005. This appointment is
being presented to the stockholders for ratification. The ratification of the
appointment of the independent auditor requires the affirmative vote of the
holders of a majority of the shares present in person or represented by proxy at
the meeting and entitled to vote. Abstentions will have the same effect as a
vote against ratification. Broker nonvotes will not be considered shares
entitled to vote with respect to ratification of the appointment and will not be
counted as votes for or against the ratification.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT AUDITOR
FOR THE FISCAL YEAR ENDING AUGUST 31, 2005.

Representatives of KPMG LLP are expected to be present at the Annual
Meeting and will be provided an opportunity to make a statement and to respond
to appropriate inquiries from stockholders.

ACCOUNTING FEES AND SERVICES

The following table sets forth the aggregate fees for professional
services rendered by KPMG for each of the last two fiscal years:

CATEGORY OF FEE FISCAL 2004 FISCAL 2003
--------------- ----------- -----------

AUDIT FEES $185,000 $174,000
AUDIT-RELATED FEES (1) $35,000 $29,000
TAX FEES (2) $60,000 $41,000
ALL OTHER FEES $0 $5,000

(1) Audit-related fees were for audits of the Company's employee
benefit plans, financial due diligence of acquisition targets, internal control
reviews related to Sarbanes-Oxley and other accounting compliance research.

(2) Tax fees were for tax compliance and advice, including tax issues
related to certain compensation arrangements with the Company's foreign
employees.

As provided in the Audit Committee Charter, the Audit Committee in
fiscal 2004 implemented pre-approval policies and procedures consistent with the
rules adopted by the Securities and Exchange Commission. Approximately 10%
($6,000) of the total 2004 Tax Fees were approved by the Audit Committee
pursuant to the de minimis exception to the SEC's pre-approval requirement. The
Audit Committee has determined that the services listed above do not adversely
affect KPMG's independence in providing audit services.

SUBMISSION OF STOCKHOLDER PROPOSALS

Stockholder proposals submitted for presentation at the Annual Meeting
must be received by the Secretary of the Company at its home office no later
than January 10, 2005. Such proposals must set forth (i) a brief description of
the business desired to be brought before the annual meeting and the reason for
conducting such business at the annual meeting, (ii) the name and address of the
stockholder proposing such business, (iii) the class and number of shares of the
Company's Common Stock beneficially owned by such stockholder and (iv) any
material interest of such stockholder in such business. Nominations for
directors may be submitted by stockholders by delivery of such nominations in
writing to the Secretary of the Company by January 16, 2005. Only stockholders
of record as of December 29, 2004 are entitled to bring business before the
Annual Meeting or make nominations for directors.

In order to be included in the Company's proxy statement and form of
proxy relating to its next annual meeting, stockholder proposals must be
submitted by September 8, 2005 to the Secretary of the Company at its principal
executive offices. The inclusion of any such proposal in such proxy material
shall be subject to the requirements of the proxy rules adopted under the
Securities Exchange Act of 1934, as amended.

OTHER MATTERS

Management does not intend to bring before the Annual Meeting any
matters other than those disclosed in the Notice of Annual Meeting of
Stockholders, and it does not know of any business which persons, other than the
management, intend to present at the meeting. The enclosed proxy for the Annual
Meeting confers discretionary authority on the Board of Directors to vote on any
matter properly presented for consideration at the Annual Meeting if the Company
did not receive written notice of the matter on or before November 11, 2004.

The Company will bear the cost of soliciting proxies. To the extent
necessary, proxies may be solicited by directors, officers and employees of the
Company in person, by telephone or through other forms of communication, but
such persons will not receive any additional compensation for such solicitation.
The Company will reimburse brokerage firms, banks and other custodians, nominees
and fiduciaries for reasonable expenses incurred by them in sending proxy
materials to the beneficial owners of the Company's shares. In addition to
solicitation by mail, the Company will supply banks, brokers, dealers and other
custodian nominees and fiduciaries with proxy materials to enable them to send a
copy of such materials by mail to each beneficial owner of shares of the
Company's Common Stock which they hold of record and will, upon request,
reimburse them for their reasonable expenses in so doing.

Stockholders may communicate with the Chairman of the Board of
Directors, the Chairman of the Audit, Compensation or Corporate Governance and
Nominating Committee, or any individual Director by sending a letter to the
attention of the appropriate person (which may be marked as confidential)
addressed to the Secretary of the Company. All communications received by the
Secretary will be forwarded to the appropriate Board member. In addition, it is
the policy of the Board of Directors that the Company's Directors shall attend,
and will generally be available to discuss stockholder concerns at, the Annual
Meeting of Stockholders, whenever possible. All Board members attended last
year's annual meeting.

The Company's Annual Report, including the Form 10-K and financial
statements filed by the Company with the Securities and Exchange Commission, is
being mailed, together with this Proxy Statement, to all stockholders entitled
to vote at the Annual Meeting. The Company has incorporated portions of its
Annual Report into this Proxy Statement as indicated herein. However, the Annual
Report is not to be considered part of this proxy solicitation material.

By Order of the Board of Directors

/s/ Bruce C. Karsk
------------------------------------
Bruce C. Karsk, Secretary

Omaha, Nebraska
December 29, 2004

LINDSAY MANUFACTURING CO.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF LINDSAY
MANUFACTURING CO. FOR USE ONLY AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
ON FEBRUARY 9, 2005 AND AT ANY ADJOURNMENT THEREOF.

The undersigned hereby authorizes the Board of Directors of Lindsay
Manufacturing Co. (the "Company"), or any successors in their respective
positions, as proxy, with full powers of substitution, to represent the
undersigned at the Annual Meeting of Stockholders of the Company to be held at
the Company's corporate office, 2707 North 108th Street, Suite 102, Omaha,
Nebraska, on Wednesday, February 9, 2005, at 8:30 a.m., Central Standard Time,
and at any adjournment of said meeting, and thereat to act with respect to all
votes that the undersigned would be entitled to cast, if then personally
present, in accordance with the instructions below and on the reverse hereof.

This proxy is revocable and the undersigned may revoke it at any time
prior to the Annual Meeting by giving written notice of such revocation to the
Secretary of the Company. Should the undersigned be present and want to vote in
person at the Annual Meeting or at any adjournment thereof, the undersigned may
revoke this proxy by giving written notice of such revocation to the Secretary
of the Company on a form provided at the meeting. The undersigned hereby
acknowledges receipt of a Notice of Annual Meeting of Stockholders of the
Company called for February 9, 2005, the Proxy Statement for the Annual Meeting
and the Company's 2004 Annual Report to Stockholders prior to the signing of
this proxy.

(continued and to be signed on the reverse hereof)

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ELECTION OF THE BOARD OF DIRECTORS' NOMINEES FOR DIRECTOR AND FOR THE
RATIFICATION OF THE APPOINTMENT OF KPMG AS THE INDEPENDENT AUDITOR.

1. ELECTION OF DIRECTOR. Michael N. Christodolou [ ] FOR the [ ] WITHHOLD
nominee listed at AUTHORITY to vote
left for term to for the nominee
expire in 2008 listed at left

J. David McIntosh [ ] FOR the [ ] WITHHOLD
nominee listed at AUTHORITY to vote
left for term to for the nominee
expire in 2008 listed at left

2. AUDITOR. Ratification of the appointment of [ ] For [ ] Against [ ] Abstain
KPMG LLP as the independent auditor for the fiscal year
ending August 31, 2005.

3. To vote, in its discretion, upon any other business that
may properly come before the Annual Meeting or any adjournment
thereof which management did not have written notice of on
November 11, 2004.

Address Change? Mark Box [ ] indicate changes below:

Date _______________________________________

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

Signature(s) in Box

Please sign exactly as name appears on this
proxy. When shares are held by joint
tenants, both should sign. When signing as
attorney, executor, administrator, trustee
or guardian, please give your full title. If
a corporation, please sign in full corporate
name by authorized officer. If a
partnership, please sign in partnership name
by authorized person.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.