<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
<TABLE>
<S> <C>
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, For Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or
Rule 14a-12
SUPERIOR TELECOM INC.
-----------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the
Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/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 security 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:
----------------------------------------------------------
</TABLE>
<PAGE>
SUPERIOR TELECOM INC.
1790 BROADWAY
NEW YORK, NEW YORK 10019-1412
April 28, 2000
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Superior TeleCom Inc. (the "Company"), a Delaware corporation, to be held on
Thursday, May 25, 2000 at 10:00 a.m., local time, at The Cornell Club, 6 East
44(th) Street, New York, New York.
At this meeting, you will be asked to consider and vote upon the election of
the five directors of the Company and the ratification of the appointment of
Arthur Andersen LLP as the Company's independent certified public accountants.
YOUR VOTE IS IMPORTANT. The Board of Directors appreciates and encourages
stockholder participation in the Company's affairs and cordially invites you to
attend the meeting in person. It is important in any event that your shares be
represented and we ask that you sign, date and mail the enclosed proxy card in
the envelope provided at your earliest convenience.
We sincerely thank you for your support.
Very truly yours,
Steven S. Elbaum
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
<PAGE>
SUPERIOR TELECOM INC.
1790 BROADWAY
NEW YORK, NEW YORK 10019-1412
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 25, 2000
To the Stockholders of Superior TeleCom Inc.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Superior
TeleCom Inc. (the "Company"), a Delaware corporation, will be held on May 25,
2000 at 10:00 a.m., local time, at The Cornell Club, 6 East 44(th) Street, New
York, New York for the purposes of considering and voting upon the following
matters, as more fully described in the attached Proxy Statement:
1. To elect five directors of the Company;
2. To ratify the appointment of Arthur Andersen LLP as the independent
certified public accountants of the Company; and
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on April 7, 2000 as
the record date for the determination of stockholders entitled to notice of, and
to vote at, the meeting.
By Order of the Board of Directors,
Stewart H. Wahrsager
SECRETARY
April 28, 2000
YOUR ATTENTION IS DIRECTED TO THE ACCOMPANYING PROXY STATEMENT
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT
YOU EXPECT TO BE PRESENT, PLEASE MARK, DATE, SIGN AND RETURN THE ACCOMPANYING
FORM OF PROXY IN THE ENVELOPE ENCLOSED (TO WHICH NO POSTAGE NEED BE AFFIXED IF
MAILED IN THE UNITED STATES) SO THAT YOUR VOTE CAN BE RECORDED.
<PAGE>
SUPERIOR TELECOM INC.
1790 BROADWAY
NEW YORK, NEW YORK 10019-1412
------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 25, 2000
This Proxy Statement is being furnished to the stockholders of Superior
TeleCom Inc. (the "Company") in connection with the solicitation of proxies, in
the accompanying form, by the Company for use at the Annual Meeting of
Stockholders to be held at 10:00 a.m., local time, on May 25, 2000 at The
Cornell Club, 6 East 44(th) Street, New York, New York and at any and all
adjournments or postponements thereof.
The stockholders of record at the close of business on April 7, 2000 will be
entitled to receive notice of and to vote at the meeting and any adjournments or
postponements thereof. As of April 7, 2000, there were issued and outstanding
20,186,426 shares of the Company's common stock, par value $.01 per share
("Common Stock"), the only class of voting securities outstanding. Each
stockholder of record will be entitled to one vote for each share of Common
Stock registered in his or her name on the record date. A majority of all the
outstanding shares of Common Stock constitutes a quorum and is required to be
present in person or by proxy to conduct business at the meeting.
Stockholders may revoke the authority granted by their executed proxies at
any time prior to their use by filing with the Secretary of the Company a
written revocation or a duly executed proxy bearing a later date or by attending
the meeting and voting in person. Solicitation of proxies will be made chiefly
through the mails, but additional solicitation may be made by telephone or
telegram by the officers or regular employees of the Company (who will not be
specifically compensated for such services). The Company may also enlist the aid
of brokerage houses or the Company's transfer agent in soliciting proxies, and
the Company will reimburse them for their reasonable expenses. All solicitation
expenses, including costs of preparing, assembling and mailing proxy material,
will be borne by the Company. This proxy statement and accompanying form of
proxy are being mailed to stockholders on or about April 28, 2000.
Shares of Common Stock represented by executed and unrevoked proxies will be
voted in accordance with the choice or instructions specified thereon. It is the
intention of the persons named in the proxy, unless otherwise specifically
instructed in the proxy, to vote all proxies received by them in favor of the
five nominees named herein for election as directors and in favor of the
ratification of the appointment of Arthur Andersen LLP as the independent public
accountants of the Company. The Board of Directors does not know of any other
matters which may be presented for consideration at the meeting. However, if
other matters properly come before the meeting, the persons named in the
accompanying proxy intend to vote thereon in accordance with their judgment.
If a quorum is present at the meeting, those nominees receiving a plurality
of the votes cast will be elected as directors. The affirmative vote of the
holders of a majority of the outstanding shares present in person or represented
by proxy and entitled to vote at the meeting will be required to ratify the
appointment of Arthur Andersen LLP as the independent public accountants of the
Company. Abstentions from voting on a proposal will have the effect of a "no"
vote. Broker non-votes are not considered shares present, are not entitled to
vote and therefore will not affect the outcome of the vote on a proposal.
<PAGE>
BENEFICIAL OWNERSHIP OF VOTING SECURITIES
The following table contains information as of April 7, 2000 regarding the
number of shares of Common Stock beneficially owned by (i) each person known to
the Company to have beneficial ownership of more than five percent thereof,
(ii) each director of the Company, (iii) each executive officer of the Company
and (iv) all directors and executive officers as a group. The information
contained herein is based on information provided by such beneficial holders to
the Company. All references in this Proxy Statement to shares of Common Stock
and to per share information have been adjusted to reflect a five-for-four stock
split effected by the Company on February 2, 1998 and again on February 3, 1999
and a 3% stock dividend issued by the Company on February 11, 2000.
BENEFICIAL OWNERSHIP OF VOTING SECURITIES
<TABLE>
<CAPTION>
COMMON STOCK
---------------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER (1) NUMBER OF SHARES PERCENT OF CLASS
- ---------------------------------------- ---------------- ----------------
<S> <C> <C>
The Alpine Group, Inc....................................... 10,460,371 51.8%
Steven S. Elbaum............................................ 11,019,742(2) 53.4
Capital Group International, Inc............................ 1,378,840(3) 6.8
11100 Santa Monica Blvd.
Los Angeles, CA 90025
Justin F. Deedy, Jr......................................... 226,838(4) 1.1
David S. Aldridge........................................... 91,804(5) *
Robert J. Levenson.......................................... 55,870(6) *
Bragi F. Schut.............................................. 54,268(7) *
Charles Y.C. Tse............................................ 41,224(8) *
Eugene P. Connell........................................... 39,709(9) *
Gregory R. Schriefer........................................ 30,503(10) *
William F. Evans............................................ 0 *
All directors and executive officers as a group............. 11,532,152(11) 54.6
</TABLE>
- ------------------------
* Less than one percent
(1) Unless otherwise indicated, the address of each beneficial owner is c/o
Superior TeleCom Inc., 1790 Broadway, New York, New York 10019-1412.
(2) Includes 10,460,371 shares of Common Stock owned by The Alpine Group, Inc.
("Alpine"). Mr. Elbaum may be deemed to be the beneficial owner of such
shares by virtue of his position as Chairman of the Board and Chief
Executive Officer of Alpine and his beneficial ownership of 18.4% of the
issued and outstanding common stock of Alpine. Also includes (i) 470,010
shares of Common Stock issuable upon exercise of certain stock options,
including an option to purchase 10,987 shares of Common Stock owned by
Alpine, which option was granted to Mr. Elbaum as an employee of Alpine, and
(ii) 89,361 shares of restricted stock credited to the account of certain
other officers and employees of the Company under the Company's Deferred
Stock Account Plan, which provides that Mr. Elbaum has the sole power to
vote such shares.
(3) Based upon a Schedule 13G filed with the Securities and Exchange Commission
on February 11, 2000, which reports that each of Capital Group
International, Inc. and Capital Guardian Trust Company has
2
<PAGE>
sole voting power with respect to 833,249 of such shares and sole
dispositive power with respect to all of such shares.
(4) Includes 209,701 shares issuable upon exercise of certain stock options and
16,102 shares of restricted stock which have been credited to Mr. Deedy's
account under the Company's Deferred Stock Account Plan, which provides that
Steven S. Elbaum has the sole power to vote such shares.
(5) Shares issuable upon exercise of certain stock options, including an option
to purchase 3,433 shares of Common Stock owned by Alpine, which option was
granted to Mr. Aldridge as an employee of Alpine.
(6) Includes (i) 161 shares held in the name of Mr. Levenson's wife as custodian
for her minor son, as to which shares Mr. Levenson disclaims beneficial
ownership, (ii) 1,609 shares held in joint name with Mr. Levenson's
daughter, Sarah Levenson, as to which shares Mr. Levenson disclaims
beneficial ownership, (iii) 37,345 shares issuable upon exercise of certain
stock options and (iv) 660 shares of restricted stock.
(7) Includes (i) 50,734 shares issuable upon exercise of certain stock options,
including an option to purchase 4,807 shares of Common Stock owned by
Alpine, which option was granted to Mr. Schut as an employee of Alpine,
(ii) 660 shares of restricted stock and (iii) 2,874 shares issuable upon
conversion of 8 1/2% trust convertible preferred securities of Superior
Trust I, a Delaware statutory business trust in which the Company owns all
the common equity interests.
(8) Includes 37,345 shares issuable upon exercise of certain stock options and
660 shares of restricted stock.
(9) Includes 37,345 shares issuable upon exercise of certain stock options and
1,334 shares of restricted stock.
(10) Includes (i) 10,299 shares issuable upon exercise of certain stock options,
(ii) 4,830 shares issuable upon conversion of 8 1/2% trust convertible
preferred securities of Superior Trust I and (iii) 15,040 shares of
restricted stock. An aggregate of 11,704 shares of restricted stock have
been credited to Mr. Schriefer's account under the Company's Deferred Stock
Account Plan, which provides that Steven S. Elbaum has the sole power to
vote such shares.
(11) Includes (i) 10,460,371 shares of Common Stock owned by Alpine,
(ii) 944,583 shares issuable upon exercise of certain stock options,
including options to purchase 19,227 shares of Common Stock owned by Alpine
granted to employees of Alpine, (iii) 96,011 shares of restricted stock,
(iv) 7,704 shares issuable upon conversion of 8 1/2% trust convertible
preferred securities of Superior Trust I and (v) 1,770 shares as to which
the officers and directors disclaim beneficial ownership.
3
<PAGE>
PROPOSAL I: ELECTION OF DIRECTORS
The Board of Directors of the Company currently consists of five directors,
all with terms expiring at each annual meeting of stockholders. Each of the five
current directors, Steven S. Elbaum, Eugene P. Connell, Robert J. Levenson,
Bragi F. Schut and Charles Y.C. Tse, has been nominated for reelection with
terms to expire at the next annual meeting of stockholders.
It is the intention of each of the persons named in the accompanying form of
proxy to vote the shares represented thereby in favor of each of the five
nominees. In case any of the nominees is unable or declines to serve, such
persons named in the accompanying form of proxy reserve the right to vote the
shares represented by such proxy for another person duly nominated by the Board
in his stead or, if no other person is nominated, to vote such shares only for
the remaining nominee(s). The Board has no reason to believe that any person
named will be unable or will decline to serve.
INFORMATION WITH RESPECT TO NOMINEES
<TABLE>
<CAPTION>
YEAR
FIRST
ELECTED
NAME AGE DIRECTOR POSITION WITH THE COMPANY AND OTHER BUSINESS EXPERIENCE
- ---- -------- -------- --------------------------------------------------------
<S> <C> <C> <C>
Steven S. Elbaum 51 1996 Chairman of the Board of Directors and Chief Executive
Officer of the Company since 1996, President of the
Company from 1996 to 1998, Chairman of the Board of
Directors and Chief Executive Officer of Alpine since
1984, Chairman of the Board of Directors of Superior
Cables Limited (formerly known as Cables of Zion United
Works, Ltd.), an Israel-based, publicly traded wire and
cable manufacturer and the Company's 51% owned
subsidiary, and PolyVision Corporation, an information
display company, Director of Interim Services, Inc., a
provider of value added staffing and health care
services, and Vestaur Securities, Inc., an investment
company.
Eugene P. Connell 61 1996 President of ISC, a call center consulting service,
since January 2000. Chairman of Golden Triangle Online,
Inc., an Internet service provider, since November 1998.
Chairman of Lynch Interactive Corporation, an owner and
operator of independent telephone companies throughout
the United States, from June 1996 to May 1998. Vice
President--Global Markets Integration of NYNEX
Corporation from January 1996 to June 1996. President,
Chief Executive Officer and Director of NYNEX CableComms
Group, a provider of telecommunications services and
cable television in the United Kingdom, from October
1992 to January 1996.
Robert J. Levenson 58 1996 A Managing Member of Lenox Capital Group, L.L.C., a
private venture capital company. Executive Vice
President of First Data Corp., a provider of transaction
and electronic payment services, from May 1993 through
March 2000. Director of First Data Corp., Vestcom
International Inc., a provider of business
communications solutions and marketing support services,
Emisphere Technologies, Inc., a biopharmaceutical
company, and Virtual Communities, Inc., an application
services provider to Internet Community Enterprises and
parent of several Internet communities.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
YEAR
FIRST
ELECTED
NAME AGE DIRECTOR POSITION WITH THE COMPANY AND OTHER BUSINESS EXPERIENCE
- ---- -------- -------- --------------------------------------------------------
<S> <C> <C> <C>
Bragi F. Schut 59 1996 Executive Vice President of Alpine since 1986 and a
director of Alpine since 1983. Director of Superior
Cables Limited and PolyVision Corporation.
Charles Y.C. Tse 74 1996 Former Vice-Chairman and President of international
operations of Warner Lambert Company, a major
pharmaceutical and consumer products company.
</TABLE>
BOARD AND COMMITTEE MEETINGS
During the year ended December 31, 1999, the Board of Directors held three
meetings. Each member of the Board attended at least 75% of the meetings of the
Board and meetings of any committees of the Board on which he served that were
held during the time he served.
The Board of Directors has an Executive Compensation and Organization
Committee (the "Compensation Committee"), a Stock Option Committee and an Audit
Committee.
The present members of the Compensation Committee are Messrs. Connell,
Elbaum and Levenson. The principal functions of the Compensation Committee are
to administer the Company's Employee Stock Purchase Plan and other benefit
plans, to approve grants of options with respect to treasury shares held by the
Company and, on behalf of the Board of Directors, to review current and proposed
employment arrangements with existing and prospective senior management
employees and to review and determine matters pertaining to base and incentive
compensation for the Chairman and Chief Executive Officer and other senior
management employees. During the year ended December 31, 1999, the Compensation
Committee held two meetings.
The present members of the Stock Option Committee are Messrs. Connell and
Levenson. The principal functions of the Stock Option Committee are to review
and approve grants of stock options and stock awards under, and generally to
administer, the Company's Amended and Restated 1996 Stock Option Plan, Deferred
Stock Account Plan and Deferred Cash Account Plan and to address all issues that
require decisions by directors who qualify as outside directors under
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"),
and as non-employee directors under Section 16(b) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). During the year ended December 31,
1999, the Stock Option Committee held one meeting.
The present members of the Audit Committee are Messrs. Connell, Levenson and
Tse. The Audit Committee's principal functions are to review the Company's
annual and periodic financial statements, to examine and consider matters
relating to the administration and audit of the Company's accounts and its
financial affairs, to recommend the employment of outside auditors, to review
and pass upon the transactions between the Company and Alpine, the Company's
majority stockholder, and to meet with the Company's personnel as it deems
appropriate to carry out its functions. The Audit Committee met once during the
year ended December 31, 1999.
VOTE REQUIRED
THE BOARD OF DIRECTORS RECOMMENDS THAT HOLDERS OF COMMON STOCK VOTE FOR THE
FIVE NOMINEES LISTED ABOVE. Their election will require a plurality of the votes
cast by the holders of Common Stock present in person or represented by proxy
and entitled to vote.
5
<PAGE>
MANAGEMENT
EXECUTIVE OFFICERS
Set forth below is certain information regarding the executive officers of
the Company, each of whom serves at the discretion of the Board of Directors.
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY AND OTHER BUSINESS EXPERIENCE
- ---- -------- --------------------------------------------------------
<S> <C> <C>
Steven S. Elbaum............ 51 Chairman of the Board of Directors and Chief Executive
Officer since 1996. President from 1996 to 1998.
Chairman of the Board of Directors and Chief Executive
Officer of Alpine since 1984. Chairman of the Board of
Directors of Superior Cables Limited.
Justin F. Deedy, Jr......... 44 Executive Vice President of the Company and President of
the Company's Communications Group since June 1999.
Senior Vice President of the Company from July 1996 to
June 1999 and President of the Company's wholly-owned
subsidiary, Superior Telecommunications Inc. ("STI"),
from July 1993 to December 1999, when STI was merged
with and into another wholly-owned subsidiary of the
Company as part of an internal reorganization. A
director of Superior Cables Limited.
David S. Aldridge........... 45 Chief Financial Officer and Treasurer since 1996. Chief
Financial Officer of Alpine since November 1993 and
Treasurer of Alpine since January 1994.
William F. Evans............ 54 Joined the Company in July 1999 and named Executive Vice
President of the Company and President of the Electrical
Division of the Company's Industrial Products Group in
September 1999. Executive Vice President of Productivity
Point International, Inc., a technology training
company, from June 1998 to July 1999. Executive Vice
President of ProSource, Inc., a food-service
distribution company, from July 1995 to June 1998. A
consultant with H&R Block, Inc. from November 1994 to
July 1995.
Gregory R. Schriefer........ 48 Executive Vice President of the Company and President of
the Industrial Products Group since June 1999. Executive
Vice President of Essex International Inc. and Essex
Group, Inc., wholly-owned subsidiaries of the Company,
since March 1997 and October 1996, respectively. Vice
President and General Manager of Building Wire Products
of Essex Group, Inc. from September 1995 to October 1996
and Vice President, Manufacturing of the Wire and Cable
Division of Essex Group, Inc. from April 1994 to
September 1995.
</TABLE>
EXECUTIVE COMPENSATION
The following table sets forth certain information during the year ended
December 31, 1999, the eight months ended December 31, 1998 and the fiscal year
ended April 30, 1998 with respect to compensation earned by or paid to the
Company's Chief Executive Officer and each of the four most highly compensated
executive officers of the Company other than the Chief Executive Officer.
6
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION (1) COMPENSATION AWARDS
------------------------------ ---------------------------
OTHER
ANNUAL
FISCAL COMPEN- RESTRICTED OPTION
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS SATION STOCK SHARES(7) OTHER
- --------------------------- -------- -------- -------- -------- ---------- -------------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Steven S. Elbaum....................... 1999 $175,000 170,044
Chairman of the Board and Chief 1998t 121,154
Executive Officer 1998 175,000
Justin F. Deedy, Jr.................... 1999 $253,517 $388,000(2) $18,150(4) $131,995(6) 53,597 $47,941(10)
Executive Vice President of the 1998t 157,034 187,000(2) 31,200(5) 46,351/20,000(8) 4,632(10)
Company and President of the 1998 235,000 74,723(5) 33,742(10)
Communications Group
David S. Aldridge(11).................. 1999 23,709
Chief Financial Officer 1998t
1998
William F. Evans(12)................... 1999 $108,906 $150,000(3) 65,920/77,000(9) $20,417(10)
Executive Vice President of the 1998t
Company and President of the 1998
Electrical Division of the Industrial
Products Group
Gregory R. Schriefer (13).............. 1999 $245,008 $255,000(2) 30,900 $18,874(10)
Executive Vice President of the 1998t
Company and President of the 1998
Industrial Products Group
</TABLE>
- ------------------------------
t Denotes the eight-month period ended December 31, 1998.
(1) The aggregate dollar value of all perquisites and other personal benefits,
securities or property earned by or paid to any of the named individuals did
not exceed the lesser of $50,000 or 10% of the total annual salary and bonus
set forth for such individual during the applicable period.
(2) Includes annual cash incentive bonus payments awarded pursuant to the
Company's annual cash incentive bonus program and discretionary cash bonuses
determined by the Compensation Committee.
(3) Lump sum amount paid to Mr. Evans as an inducement to join the Company
pursuant to the terms of Mr. Evans' employment by the Company.
(4) Represents the contractual forgiveness of a loan to Mr. Deedy for certain
fringe benefits.
(5) Payments pursuant to Mr. Deedy's employment agreement for federal tax
consequences upon vesting of certain restricted stock grants.
(6) Based on the closing price of $16.99 of the Common Stock on March 25, 1999,
the date on which such restricted stock grant was made to Mr. Deedy by the
Company. The 7,769 shares of restricted stock granted to Mr. Deedy on such
date represent a portion of Mr. Deedy's discretionary annual bonus which in
the past had been paid in cash, and which the Compensation Committee
automatically deferred to the Company's Deferred Stock Account Plan; such
restricted stock vests on March 25, 2001 and will be distributed from the
Deferred Stock Account Plan at such time unless a longer deferral period is
elected by Mr. Deedy in accordance with the terms of the plan. As of
December 31, 1999, Mr. Deedy held a total of 7,769 shares of restricted
stock having an aggregate value on such date of $116,457, based on the
closing price of $14.99 of the Common Stock on such date.
(7) Does not include options to purchase Common Stock owned by Alpine and
granted by Alpine to such individuals in their capacity as employees of
Alpine or options to purchase shares of common stock, par value $.10 per
share ("Alpine Common Stock"), of Alpine granted by Alpine to such
individuals in their capacity as employees of Alpine.
(8) Reflects an option to purchase 20,000 shares of Alpine Common Stock granted
to Mr. Deedy in his capacity as an employee of the Company. The option,
which was granted on July 15, 1998, has an exercise price of $20.813, vests
in equal installments on each of July 15, 1999, July 15, 2000 and July 15,
2001 and expires on July 15, 2008.
(9) Reflects options to purchase 50,000 and 27,000 shares of Alpine Common Stock
granted to Mr. Evans in his capacity as an employee of the Company. The
options, which were granted on July 26, 1999, have an exercise price of
$17.25 and expire on
7
<PAGE>
July 26, 2009. The option to purchase 50,000 shares vests in equal
installments on each of July 26, 2000, July 26, 2001 and July 26, 2002 and
the option to purchase 27,000 shares vests in equal installments on each of
July 26, 2000 and July 26, 2001.
(10) The amounts set forth include (i) matching contributions made by the
Company under defined contribution plans of its subsidiaries, (ii) medical
reimbursement, (iii) automobile allowance and (iv) relocation allowance.
(11) Mr. Aldridge acts as Chief Financial Officer of the Company. However, he is
employed by the Company's majority stockholder, Alpine. Alpine is reimbursed
by the Company for his services through a services agreement as described
under "Certain Transactions."
(12) Mr. Evans was first employed by the Company in July 1999.
(13) Mr. Schriefer was first employed by the Company as Executive Vice President
in June 1999.
STOCK OPTION GRANTS IN YEAR
ENDED DECEMBER 31, 1999
The following table presents information with respect to executive officers
who were granted stock options by the Company during the year ended
December 31, 1999.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
(AT ASSUMED ANNUAL
NUMBER OF PERCENT OF RATES OF STOCK PRICE
SECURITIES TOTAL OPTIONS APPRECIATION FOR OPTION
UNDERLYING GRANTED TO TERM)
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION ---------------------------
NAME GRANTED (1) 1999 PRICE ($/SH) DATE 5% 10%
- ---- ----------- ------------- ------------ ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Steven S. Elbaum................. 170,044 14.6% $17.23 3/24/09 $1,842,572 $4,669,439
Justin F. Deedy, Jr.............. 53,597 4.6% 17.23 3/24/09 $ 580,769 $1,471,783
David S. Aldridge................ 23,709 2.0% 17.23 3/24/09 $ 256,907 $ 651,053
William F. Evans................. 65,920 5.6% 27.55 7/26/09 $1,001,265 $2,466,163
Gregory R. Schriefer............. 30,900 2.6% 17.23 3/24/09 $ 334,828 $ 848,520
</TABLE>
- ------------------------
(1) Does not include options to purchase Common Stock owned by Alpine and
granted by Alpine to such individuals in their capacity as employees of
Alpine or options to purchase Alpine Common Stock granted by Alpine to such
individuals in their capacity as employees of Alpine or of the Company.
AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUES
The following table presents information for the individuals named above as
to the exercise of stock options during the year ended December 31, 1999 and the
number of shares underlying, and the value of, unexercised options outstanding
at December 31, 1999:
<TABLE>
<CAPTION>
NUMBER OF SHARES
EXERCISES DURING UNDERLYING VALUE OF UNEXERCISED
1999 UNEXERCISED OPTIONS (1) IN-THE-MONEY OPTIONS (2)
---------------------- --------------------------- ---------------------------
SHARES
ACQUIRED ON VALUE
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Steven S. Elbaum................. -- -- 402,344 170,044 $2,031,033 $ --
Justin F. Deedy, Jr.............. -- -- 176,388 84,498 812,415 --
David S. Aldridge................ -- -- 80,469 23,709 406,208 --
William F. Evans................. -- -- 0 65,920 -- --
Gregory R. Schriefer............. -- -- 0 30,900 -- --
</TABLE>
- ------------------------
(1) Does not include options to purchase Common Stock owned by Alpine and
granted by Alpine to such individuals in their capacity as employees of
Alpine or options to purchase Alpine Common Stock granted by Alpine to such
individuals in their capacity as employees of Alpine or of the Company.
(2) Based on the closing price of $14.99 of the Common Stock on December 31,
1999.
8
<PAGE>
COMPENSATION OF DIRECTORS
The annual retainer of the Company for directors who are not employees of
the Company or otherwise compensated by the Company is $20,000, together with
expenses of attendance. The non-employee directors of the Company also receive
$1,500 for each meeting of the Board or of a committee of the Board attended.
In addition, under the Superior TeleCom Inc. Stock Compensation Plan for
Non-Employee Directors (the "Stock Compensation Plan"), non-employee directors
of the Company automatically receive 50% of the annual retainer in either
restricted stock or stock options, as elected by the non-employee director. Each
non-employee director may also elect to receive all or a portion of the
remaining amount of the annual retainer, in excess of 50% of the annual
retainer, and meeting fees in the form of restricted stock or stock options
instead of in cash.
Restricted stock and stock options that are attributable to the annual
retainer are granted as of the first business day of each quarter of the
Company's fiscal year. Restricted stock and stock options that are attributable
to meeting fees are granted as of the date of the meeting of the Board and/or
the committee of the Board with respect to which such grants relate. Shares to
be issued under the Stock Compensation Plan are made available only from issued
shares of Common Stock reacquired by the Company and held in treasury until such
time as the Stock Compensation Plan may be approved by the stockholders of the
Company.
The number of shares of restricted stock to be granted is determined by
dividing
(1) the amount of the annual retainer or meeting fees that a non-employee
director elected to receive in restricted stock, by
(2) the lesser of
(a) 100% of the fair market value of the Common Stock on the first
business day of the Company's fiscal year and
(b) 100% of the fair market value of the Common Stock at the time of
grant.
The number of stock options is determined by dividing
(1) the amount of the annual retainer or meeting fees that a non-employee
director elected to receive in stock options, by
(2) the value of a stock option on the date of grant as determined by the
Board, based on the purchase price per share of the Common Stock, a
Black-Scholes option pricing model and such other factors as the Board
deems appropriate.
Stock options granted under the Stock Compensation Plan have a purchase
price equal to the lesser of:
(1) 100% of the fair market value of the Common Stock on the first business
day of the Company's fiscal year; and
(2) 100% of the fair market value of the Common Stock on the date of grant.
Each stock option granted under the Stock Compensation Plan expires on the tenth
anniversary of the date of grant.
Awards of restricted stock and stock options under the Stock Compensation
Plan vest upon the earliest of the following to occur:
(1) the third anniversary of the date of grant;
(2) a non-employee director's death; and
9
<PAGE>
(3) upon a change in control, as defined in the Stock Compensation Plan.
The Stock Compensation Plan is administered and interpreted by the Board.
Non-employee directors of the Company will continue to receive annual
nondiscretionary grants of nonqualified stock options under the Company's
Amended and Restated 1996 Stock Option Plan.
EMPLOYMENT AGREEMENTS
The Company has an employment agreement pursuant to which Mr. Elbaum serves
as Chairman of the Board and Chief Executive Officer of the Company at an annual
base salary of $175,000, as adjusted annually for increases in the Consumer
Price Index, and an annual bonus payable at the discretion of the Board of
Directors. Mr. Elbaum's annual base salary has not been adjusted for increases
in the Consumer Price Index and Mr. Elbaum has not received any discretionary
annual cash bonus under the terms of his employment agreement. The agreement
with Mr. Elbaum also provides that Mr. Elbaum will serve on the Board of
Directors of the Company and provides for certain other benefits, including
medical, dental and other insurance benefits.
Mr. Elbaum's employment agreement is for a term ending upon the occurrence
of any of the following events: (i) notification by Mr. Elbaum or the Company to
the other that he or it desires to terminate the employment agreement; (ii) the
death or disability of Mr. Elbaum; (iii) termination by the Company for "cause";
or (iv) termination by Mr. Elbaum for "good reason." Generally, if Mr. Elbaum
terminates his employment for good reason, or the Company terminates his
employment without cause, Mr. Elbaum is entitled to receive a severance payment
equal to one and one-half to two times his annual salary and bonus for the prior
year. In the event of termination of employment under other circumstances,
including a "change in control" of the Company (which is defined as (i) the
acquisition by a person or entity of 20% of the Company's voting securities,
(ii) the occurrence of circumstances such that individuals who constituted the
Company's Board of Directors as of October 17, 1996 no longer constitute a
majority of the Company's Board of Directors, (iii) a transaction involving the
sale of all or substantially all of the Company's assets, (iv) certain other
business combinations or (v) approval by the stockholders of the Company of a
complete liquidation or dissolution of the Company), Mr. Elbaum is entitled to
certain benefits described in the employment agreement.
The Company has assumed the obligations of its wholly-owned subsidiary, STI,
under an employment agreement with Mr. Deedy providing for his employment by the
Company at an annual base salary of $235,000, as adjusted annually for increases
in the Consumer Price Index (totaling $253,517 for 1999), plus an annual
performance-based bonus. The agreement may be terminated by either party on
notice, for cause by the Company or upon the occurrence of certain other events.
The agreement contains certain provisions relating to compensation upon his
termination, including termination following a change in control. In addition,
the agreement provides for certain other benefits, including medical, dental and
other insurance benefits.
Effective as of January 1, 2000, the Company entered into an employment
agreement pursuant to which Mr. Schriefer serves as an Executive Vice President
of the Company and President of the Industrial Products Group of the Company at
an annual base salary of $260,000, as adjusted annually for increases in the
Consumer Price Index, and a discretionary annual cash bonus, up to a maximum of
65% of the annual base salary, in an amount determined and based upon a
performance plan established by the Chief Executive Officer and approved by the
Board of Directors or the Compensation Committee. The agreement with
Mr. Schriefer provides for certain other benefits, including incentive, savings
and retirement plans, fringe benefits and medical, dental and other insurance
benefits. Mr. Schriefer received a one-time lump sum payment of $44,288.83 and
an initial grant of 3,336 shares of restricted Common Stock upon execution of
the employment agreement.
10
<PAGE>
Mr. Schriefer's employment agreement is for a term ending upon the
occurrence of any of the following events: (i) notification by Mr. Schriefer or
the Company to the other that he or it desires to terminate the employment
agreement; (ii) the death or disability of Mr. Schriefer; (iii) termination by
the Company for "cause"; or (iv) termination by Mr. Schriefer for "good reason."
Generally, if Mr. Schriefer terminates his employment for good reason, or the
Company terminates his employment without cause, Mr. Schriefer is entitled to
receive a severance payment equal to the sum of Mr. Schriefer's base salary in
effect immediately prior to the termination and the annual bonus paid or payable
for the most recently completed fiscal year. In the event of termination of
employment under other circumstances, including a "change in control" of the
Company (which is defined in the same manner as in Mr. Elbaum's employment
agreement with the Company), Mr. Schriefer is entitled to certain benefits
described in the employment agreement.
Pursuant to the terms of his employment by the Company, Mr. Evans currently
serves as an Executive Vice President of the Company and President of the
Electrical Division of the Industrial Products Group of the Company at an annual
base salary of $250,000, as adjusted annually for increases in the Consumer
Price Index, and a discretionary annual cash bonus based on the performance of
the Company and based upon a performance plan established by the Company and
approved by the Board of Directors or the Compensation Committee. Mr. Evans'
annual base salary increased to $265,000 effective as of January 1, 2000 and
will increase to $285,000 effective as of January 1, 2001. Mr. Evans' annual
bonus will not be less than $150,000 for the 1999 fiscal year, $100,000 for the
2000 fiscal year and $50,000 for the 2001 fiscal year. Mr. Evans is entitled to
receive certain other benefits, including incentive, savings and retirement
plans, fringe benefits and medical, dental and other insurance benefits.
Mr. Evans received an initial grant of stock options to purchase 51,500 shares
of Common Stock. Mr. Evans also received a grant of stock options to purchase
shares of Alpine Common Stock from Alpine in his capacity as an employee of the
Company, as disclosed in the Summary Compensation Table.
As an inducement to join the Company, Mr. Evans received a lump sum payment
of $150,000 on July 26, 1999 and is entitled to receive an additional lump sum
payment equal to $150,000 on each of July 26, 2000 and July 26, 2001; provided,
however, that if Mr. Evans' voluntarily terminates his employment or is
terminated for cause prior to the one-year anniversary of each payment, 50% of
such payment shall be repaid to the Company. Mr. Evans also received an award of
stock options to purchase 14,420 shares of Common Stock and an award of stock
options to purchase shares of Alpine Common Stock from Alpine in his capacity as
an employee of the Company, as disclosed in the Summary Compensation Table.
Mr. Evans' employment with the Company is for a term ending on July 26, 2002
or, if earlier, upon the occurrence of any of the following events:
(i) notification by Mr. Evans or the Company to the other that he or it desires
to terminate the employment arrangement; or (ii) termination by the Company for
"cause". Generally, if the Company terminates his employment without cause,
Mr. Evans is entitled to receive a severance payment equal to the present value
of all base compensation, guaranteed bonus and inducement payments to be paid
from the date of written notice through July 15, 2002. In the event of
termination of employment under other circumstances, including a "change in
control" of the Company (which is defined in the same manner as in Mr. Elbaum's
employment agreement with the Company), Mr. Evans is entitled to certain
benefits described in the term sheet.
During the year ended December 31, 1999, Messrs. Deedy and Evans
participated in Alpine's Senior Executive Retirement Plan ("SERP"). The SERP is
an unfunded defined benefit plan. Under the SERP, each of Messrs. Deedy and
Evans will be entitled to an annual retirement benefit upon reaching age 65
equal to 2.5% times his years of credited service (up to a maximum of
20 years), multiplied by his highest average cash compensation during any three
consecutive years during the final five years of his employment, less primary
social security benefits and certain other retirement benefits paid by Alpine,
the Company and certain other employers. As of December 31, 1999, the estimated
years of credited service for Messrs. Deedy and Evans were 15 years and one
year, respectively.
11
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Connell, Elbaum and Levenson served on the Compensation Committee
during the year ended December 31, 1999. There were no Compensation Committee
interlocks during such period.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
INTRODUCTION
The Compensation Committee, which is chaired by Mr. Levenson, is made up of
two independent directors who are neither officers nor employees of the Company,
its subsidiaries or Alpine, as well as Mr. Elbaum. The principal functions of
the Compensation Committee are to administer the Company's Employee Stock
Purchase Plan and other benefit plans, to approve grants of options with respect
to treasury shares held by the Company and, on behalf of the Board of Directors,
to review current and proposed employment arrangements with existing and
prospective senior management employees and to review and determine matters
pertaining to base and incentive compensation for the Chairman and Chief
Executive Officer and other senior management employees. The Company also has a
Stock Option Committee consisting of two independent directors to administer the
Company's Amended and Restated 1996 Stock Option Plan, Deferred Stock Account
Plan and Deferred Cash Account Plan and to address all issues that require
decisions by directors who qualify as outside directors under Section 162(m) of
the Code and as non-employee directors under Section 16(b) of the Exchange Act.
The principal functions of the Stock Option Committee are to review and approve
grants of stock options and stock awards under the Company's Amended and
Restated 1996 Stock Option Plan.
EXECUTIVE COMPENSATION POLICY
Because the Company is a holding company the operating subsidiaries of which
are to a certain extent responsible for compensation decisions for such entities
and because Alpine, through the services agreement described under the caption
"Certain Transactions" below, provides executive services to the Company through
that arrangement, the Compensation Committee's responsibilities during the year
ended December 31, 1999 principally included the compensation paid to the
Chairman and Chief Executive Officer of the Company and the President of the
Communications Group under their respective employment agreements, the approval
of compensation packages for two newly hired executive officers, Messrs. Evans
and Schriefer, and general oversight of the Company's executive compensation
philosophy. The following is a general framework within which the Compensation
Committee operates.
COMPENSATION COMMITTEE PHILOSOPHY
The general philosophy of the Compensation Committee is to link overall
executive compensation with the performance of the Company and the individual
executive. The focus is on both annual and long-term incentives. By providing a
combination of incentives to the key employees of the Company, upon whose
efforts and commitment depend the continued success and growth of the Company,
the Committee intends not only to reward those efforts, but to provide a means
by which those employees can share in the growth of the Company.
The Compensation Committee determined, after careful consideration of the
Company's financial performance for the year ended December 31, 1999 and taking
into account that the Company underwent substantial changes during such period,
that the payment of discretionary bonuses to key employees for the period ended
December 31, 1999 was appropriate and reasonable in order to demonstrate the
Compensation Committee's confidence in and appreciation of the efforts of such
Company employees.
The executive compensation policy is designed to attract and retain highly
qualified executive officers, to reinforce strategic performance objectives
through the use of incentive compensation programs, and to create a mutuality of
interest between executive officers and stockholders through compensation
structures
12
<PAGE>
that share the rewards and risks of strategic business planning and
implementation. Total compensation is intended to be competitive with that paid
to qualified executives of companies which, like the Company, have a strong
entrepreneurial business approach.
Effective as of June 21, 1999, the Compensation Committee approved a
Deferred Cash Account Plan in which an executive could elect to defer 10-100% of
base salary for initial periods of between two to 15 years and a Deferred Stock
Account Plan.
COMPENSATION OF THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER
During the year ended December 31, 1999, the Chairman and Chief Executive
Officer of the Company received a base salary in accordance with his employment
agreement. The terms of this agreement are discussed in detail above under the
caption "Employment Agreements."
In reviewing the total compensation paid to Mr. Elbaum for the year ended
December 31, 1999, the Compensation Committee (other than Mr. Elbaum) considered
the fact that Mr. Elbaum had significant responsibilities as an executive
officer of Alpine, the majority stockholder of the Company. Although Mr. Elbaum
devoted a certain amount of time to matters related to Alpine, the Committee
believes his total compensation from the Company for the year ended
December 31, 1999 was appropriate and reasonable. This judgment is based on the
Committee's conclusion that Mr. Elbaum has fully and effectively discharged the
responsibilities of his position with the Company to the Company's substantial
benefit. Moreover, the Committee believes that Mr. Elbaum's strong leadership,
guidance and direction as Chairman and Chief Executive Officer during the year
ended December 31, 1999 have contributed to the Company's success during such
period. In reviewing the appropriateness of the compensation of the Chairman and
Chief Executive Officer, the Compensation Committee considered (i) data from
outside studies and proxy materials regarding compensation of chief executive
officers at certain comparable companies and (ii) the input of other directors
regarding the performance of the Chairman and Chief Executive Officer.
Overall, the Compensation Committee believes that the Chairman and Chief
Executive Officer is being appropriately compensated in a manner that is
consistent with the long-term interests of stockholders.
POLICY WITH RESPECT TO QUALIFYING COMPENSATION DEDUCTIBILITY
The Company's policy with respect to the deductibility limit of
Section 162(m) of the Code generally is to preserve the federal income tax
deductibility of compensation paid when it is appropriate and is in the best
interests of the Company and its stockholders. However, the Company reserves the
right to authorize the payment of non-deductible compensation if it deems that
it is appropriate.
The foregoing report is submitted by members of the Compensation Committee.
Robert J. Levenson, CHAIRMAN
Eugene P. Connell
Steven S. Elbaum
13
<PAGE>
PERFORMANCE GRAPH
The following graph compares the monthly percentage change in the cumulative
total stockholder return on the Common Stock for the period since the date
(October 11, 1996) of the registration of the Common Stock under Section 12 of
the Exchange Act with the cumulative total return (assuming reinvestment of
dividends) of (i) the Russell 2000 Index and (ii) a peer group of companies
engaged in the same line of business as the Company. The returns of each of the
peer group of companies are weighted on a market capitalization basis at the
time of each registered data point. The peer group includes the following
companies: Belden, Inc.; Cable Design Technologies Corp.; Commscope, Inc.;
Encore Wire Corp.; and General Cable Corporation. The Company consummated its
acquisition of 100% of Essex International Inc. in 1999 and has thus removed
Essex International Inc. from the peer group.
COMPARISON OF MONTHLY CUMULATIVE TOTAL RETURN OF
SUPERIOR TELECOM INC., RUSSELL 2000 INDEX AND PEER GROUP
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
10/11/96 OCT-96 JAN-97 APR-97 JUL-97 OCT-97 JAN-98 APR-98 JUN-98 SEP-98 DEC-98 MAR-99 JUN-99
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SUPERIOR TELECOM INC. 100 103.65 140.15 125.55 175.91 200 231.04 308.93 304.81 354.85 347.15 173.63 230.51
PEER GROUP 100 87.27 109.86 83.95 124.53 118.16 132.67 150.44 126.52 76.33 101.71 83.31 119.98
RUSSELL 2000 100 100.36 109.33 102 123.69 129.82 129.16 145.21 140.37 112.08 130.37 120.41 140.34
<CAPTION>
SEP-99 DEC-99
<S> <C> <C>
SUPERIOR TELECOM INC. 128.79 143.34
PEER GROUP 122.51 131.07
RUSSELL 2000 129.36 131.35
</TABLE>
DOLLARS
CERTAIN TRANSACTIONS
On October 2, 1996 and in connection with Alpine's contribution of the
capital stock of STI and DNE Systems, Inc. to the Company, the Company entered
into an agreement (as amended and extended to date, the "Services Agreement")
with Alpine. Pursuant to the Services Agreement, Alpine provides certain
financial, audit and accounting, corporate finance and strategic planning,
legal, treasury, insurance and administrative services to the Company for a per
annum fee of $2.7 million, in addition to reimbursement of incidental costs and
expenses incurred in connection with Alpine's provision of such services. Such
annual fee has been approved by the Company's Audit Committee and is estimated
to reflect commercially reasonable costs for the services provided.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on a review of the reports and representations furnished to the
Company during the year ended December 31, 1999, the Company believes that each
of the persons required to file reports under Section 16(a) of the Exchange Act
is in compliance with all applicable filing requirements, except that each of
Steven S. Elbaum, Bragi F. Schut and David S. Aldridge failed to file on a
timely basis a report required by Section 16(a) of the Exchange Act relating to
a grant of options by Alpine to Messrs. Elbaum, Schut and Aldridge, in their
capacities as employees of Alpine, to purchase 32,960, 14,420 and 10,300 shares,
14
<PAGE>
respectively, of Common Stock owned by Alpine. In addition, Alpine failed to
file on a timely basis a report required by Section 16(a) of the Exchange Act
relating to such grant of options by Alpine to Messrs, Elbaum, Schut and
Aldridge, as well as to certain other employees of Alpine, to purchase an
aggregate of 76,220 shares of Common Stock owned by Alpine.
PROPOSAL II: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed Arthur Andersen LLP, independent public
accountants, to audit the books and records of the Company for the current
fiscal year. The affirmative vote of the holders of a majority of the
outstanding shares of Common Stock present, or represented, and entitled to vote
at the meeting, voting as a single class, will be required to ratify the
appointment of Arthur Andersen LLP as independent public accountants of the
Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS OF THE COMPANY VOTE
FOR THE PROPOSAL TO RATIFY SUCH APPOINTMENT.
Representatives of Arthur Andersen LLP are expected to be available at the
meeting of stockholders to respond to appropriate questions and will be given
the opportunity to make a statement if they desire to do so.
OTHER MATTERS
The Company's Board of Directors does not know of any other matters that may
be brought before the meeting. However, if any such other matters are properly
presented for action, it is the intention of the persons named in the
accompanying form of proxy to vote the shares represented thereby in accordance
with their judgment on such matters.
MISCELLANEOUS
It is important that proxies be returned promptly. Stockholders who do not
expect to attend the meeting in person are urged to mark, sign and date the
accompanying proxy and mail it in the enclosed return envelope, which requires
no postage if mailed in the United States, so that their votes can be recorded.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the next Annual Meeting of
Stockholders of the Company must be received by the Company by December 31,
2000, in order to be considered for inclusion in the Company's proxy statement
relating to such meeting.
By Order of the Board of Directors,
Stewart H. Wahrsager
SECRETARY
New York, New York
April 28, 2000
15
<PAGE>
SUPERIOR TELECOM INC.
1790 BROADWAY
NEW YORK, NEW YORK 10019-1412
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Steven S. Elbaum, Bragi F. Schut and Stewart
H. Wahrsager and each of them, as Proxies each with the power to appoint his
substitute and hereby authorizes them to represent, and to vote, as designated
below, all of the shares of Capital Stock of Superior TeleCom Inc. held of
record by the undersigned on April 7, 2000 at the Annual Meeting of Stockholders
to be held on May 25, 2000 or any adjournments or postponements thereof.
1. ELECTION OF FIVE DIRECTORS
Nominees: Steven S. Elbaum, Eugene P. Connell, Robert J. Levenson, Bragi F.
Schut and Charles Y.C. Tse
STOCKHOLDERS MAY WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE BY DRAWING A LINE
THROUGH OR OTHERWISE STRIKING OUT THE NAME OF SUCH NOMINEE. ANY PROXY
EXECUTED IN SUCH MANNER AS NOT TO WITHHOLD AUTHORITY TO VOTE FOR THE ELECTION
OF ANY NOMINEE SHALL BE DEEMED TO GRANT SUCH AUTHORITY.
/ / GRANT authority to vote for the five nominees / / WITHHOLD authority to
vote for the five nominees
2. Ratification of the appointment of Arthur Andersen LLP as the independent
certified public accountants of Superior Telecom Inc.
/ / FOR / / AGAINST / / ABSTAIN
3. Authority to vote in their discretion on such other business as may properly
come before the meeting
/ / FOR / / AGAINST / / ABSTAIN
<PAGE>
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 each of the proposals named above.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY, USING THE
ENCLOSED ENVELOPE
<TABLE>
<S> <C>
Dated ------------------------------------------ ,
2000
------------------------------------------------------
(Signature)
------------------------------------------------------
(Signature if held jointly)
------------------------------------------------------
(Title if applicable)
Please sign exactly as name appears hereon. When
shares are held by joint tenants, both should sign.
When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.
If a corporation, please sign in full corporate name
by president or other authorized officer. If a
partnership, please sign in partnership name by
authorized person.
</TABLE>
