SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
FILED BY THE REGISTRANT [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] DEFINITIVE PROXY STATEMENT
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
METTLER-TOLEDO INTERNATIONAL INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] NO FEE REQUIRED.
[_] Fee computed on table below per exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
Mettler-Toledo International Inc.
Im Langacher
P.O. Box MT-100
CH 8606 Greifensee, Switzerland
March 31, 1999
Dear Fellow Stockholder:
You are cordially invited to attend the 1999 Annual Meeting of
Stockholders of Mettler-Toledo International Inc. to be held on Tuesday, May 18,
1999, at 10:00 A.M., Eastern Daylight Time, at Fried, Frank, Harris, Shriver &
Jacobson, One New York Plaza (corner of Water Street and Broad Street), 27th
Floor, New York, New York 10004.
The Secretary's formal notice of the meeting and the Proxy Statement
which appear on the following pages will describe the matters to be acted upon
at the meeting.
We hope that you will be able to attend the meeting in person. However,
whether or not you plan to be present, please sign and return your proxy as soon
as possible so that your vote will be counted.
Sincerely yours,
/s/ Robert F. Spoerry
Robert F. Spoerry
Chairman of the Board
<PAGE>
METTLER-TOLEDO INTERNATIONAL INC.
-----------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
-----------------------
The 1999 Annual Meeting of Stockholders of Mettler-Toledo International
Inc., a Delaware corporation (the "Company"), will be held at Fried, Frank,
Harris, Shriver & Jacobson, One New York Plaza (corner of Water Street and Broad
Street), 27th Floor, New York, New York 10004 on Tuesday, May 18, 1999, at 10:00
A.M., Eastern Daylight Time, for the following purposes:
1. To elect six directors for terms ending at the 2000 Annual Meeting
of Stockholders;
2. To ratify the appointment of PricewaterhouseCoopers, independent
public accountants, as independent auditors for the Company for the
fiscal year ending December 31, 1999; and
3. To transact such other business as may properly come before
the meeting.
The Board of Directors has fixed the close of business on March 19,
1999 as the record date for the determination of the stockholders entitled to
notice and to vote at the Annual Meeting and only holders of record of the
Company's common stock on said date will be entitled to receive notice of and to
vote at the meeting.
Whether or not you plan to attend the Annual Meeting, please complete,
sign and date the enclosed proxy card and promptly return it in the accompanying
envelope, which requires no postage if mailed in the United States. You may
revoke your proxy at any time before it is voted by delivery to the Company of a
subsequently executed proxy or a written notice of revocation or by voting in
person at the Annual Meeting.
By order of the Board of Directors,
/s/ James T. Bellerjeau
James T. Bellerjeau
Secretary
March 31, 1999
<PAGE>
METTLER-TOLEDO INTERNATIONAL INC.
Im Langacher
P.O. Box MT-100
CH 8606 Greifensee, Switzerland
-----------------------
PROXY STATEMENT
Annual Meeting of Stockholders
To Be Held on MAY 18, 1999
-----------------------
This proxy statement is furnished to stockholders of Mettler-Toledo
International Inc., a Delaware corporation (the "Company" or "Mettler-Toledo"),
in connection with the solicitation of proxies by the Board of Directors of the
Company (the "Board" or "Board of Directors") for use at the 1999 Annual Meeting
of the Stockholders to be held at 10:00 A.M., Eastern Daylight Time, on Tuesday,
May 18, 1999, at Fried, Frank, Harris, Shriver & Jacobson, One New York Plaza
(corner of Water Street and Broad Street), 27th Floor, New York, New York 10004,
and any adjournments thereof.
Stockholders of record as of the close of business on March 19, 1999
(the "Record Date") will be entitled to vote at the meeting or any adjournments
thereof. As of the Record Date, the Company had outstanding 38,400,363 shares of
Common Stock, par value $.01 per share ("Common Stock"), each entitled to one
vote on all matters to be voted upon. Voting rights are vested exclusively in
the holders of the Common Stock. This proxy statement, the accompanying form of
proxy and the Company's annual report to stockholders for the fiscal year ended
December 31, 1998 are being mailed on or about March 31, 1999 to each
stockholder entitled to vote at the meeting.
VOTING AND REVOCATION OF PROXIES
Voting
If the enclosed proxy is executed and returned in time and not revoked,
all shares represented thereby will be voted. Each proxy will be voted in
accordance with the stockholder's instructions. If no such instructions are
specified, signed proxies will be voted FOR the election of each person
nominated for election as a director and FOR the ratification of the appointment
by the Audit Committee of the Company's Board of Directors of
PricewaterhouseCoopers as independent auditors for the Company for the fiscal
year ending December 31, 1999.
The holders of a majority in number of the total outstanding shares of
Common Stock entitled to vote at the meeting, present in person or by proxy,
constitutes a quorum. Assuming a quorum is present, the affirmative vote of a
plurality of the votes cast at the meeting and entitled to vote in the election
will be required for the election of directors and the affirmative vote of a
majority of the votes cast at the meeting and entitled to vote thereon will be
required to act on all other matters to come before the Annual Meeting,
including ratification of the appointment by the Audit Committee of the
Company's Board of Directors of PricewaterhouseCoopers as independent auditors
for the Company. An automated system administered by the Company's transfer
agent tabulates the votes. For purposes of determining the number of votes cast
with respect to any voting matter, only those cast "for" or "against" are
included; abstentions and broker non-votes are excluded. Accordingly, with
respect to the election of directors, abstentions and broker non-votes will have
no effect on the outcome. For purposes of determining whether the affirmative
vote of a majority of the votes cast at the meeting and entitled to vote has
been obtained, abstentions will be included in, and broker non-votes will be
excluded from, the number of shares present and entitled to vote. Accordingly,
with respect to any matter other than the election of directors, abstentions
will have the effect of a vote "against" the matter
<PAGE>
and broker non-votes will have the effect of reducing the number of affirmative
votes required to achieve the majority vote.
Revocation
A stockholder giving a proxy may revoke it at any time before it is voted
by delivery to the Company of a subsequently executed proxy or a written notice
of revocation. In addition, returning your completed proxy will not prevent you
from voting in person at the meeting should you be present and wish to do so.
ELECTION OF DIRECTORS
The Board of Directors currently consists of six directors. Six directors
are to be elected at the Annual Meeting to hold office as directors until the
2000 Annual Meeting of Stockholders or until their respective successors have
been duly elected and qualified. Unless otherwise directed, proxies in the
accompanying form will be voted FOR the nominees listed below. All nominees have
consented to be named and to serve if elected. If any one or more of the
nominees is unable to serve or for good cause will not serve, proxies will be
voted for the substitute nominee or nominees, if any, proposed by the Board of
Directors. The Board has no knowledge that any nominee will or may be unable to
serve or will or may withdraw from nomination. Each nominee will be elected if
he receives the affirmative vote of a plurality of the votes cast by holders of
shares of Common Stock at the Annual Meeting.
The Board of Directors proposes the election of the following directors of
the Company for a term of one year. All of the nominees are presently directors
of the Company. Set forth below for each nominee is his name and age, all
positions and offices with the Company which he holds, if any, his principal
occupations during at least the last five years and any additional directorships
in publicly held companies or registered investment companies.
Name Age Position or Office Held
Robert F. Spoerry............ 43 President, Chief Executive Officer
and Chairman of the Board of Directors
Philip Caldwell.............. 79 Director
Reginald H. Jones............ 81 Director
John D. Macomber............. 71 Director
Laurence Z. Y. Moh........... 73 Director
Thomas P. Salice............. 39 Director
Robert F. Spoerry has been President and Chief Executive Officer of the
Company since 1993. He served as Head, Industrial and Retail (Europe) of the
Company from 1987 to 1993. Mr. Spoerry has been a Director since October 1996.
Mr. Spoerry has been Chairman of the Board of Directors since May 18, 1998.
Philip Caldwell has been a Director since October 1996. Prior to May 18,
1998, Mr. Caldwell served as Chairman of the Board of Directors. Mr. Caldwell
spent 32 years at Ford Motor Company, where he served as Chairman of the Board
of Directors and Chief Executive Officer from 1980 to 1985 and a Director from
1973 to 1990. He served as a Director and Senior Managing Director of Lehman
Brothers Inc. and its predecessor, Shearson Lehman Brothers Holdings Inc., from
1985 to February 1998. Mr. Caldwell is also a Director of American Guarantee &
Liability Insurance Company, The Mexico Fund, Russell Reynolds Associates, Inc.,
Waters Corporation and Zurich Holding Company of America, Inc. He has served as
a Director of CasTech Aluminum Group, Inc., the Chase Manhattan Bank, N.A., the
Chase Manhattan Corporation, Digital Equipment Corporation, Federated Department
Stores Inc., the Kellogg Company, Shearson Lehman Brothers Holdings Inc.,
Specialty Coatings International Inc. and Zurich Reinsurance Centre Holdings,
Inc.
Reginald H. Jones has been a Director since October 1996. Mr. Jones retired
as Chairman of the Board of Directors of General Electric Company ("General
Electric") in April 1981. At General Electric, he served
2
<PAGE>
as Chairman of the Board of Directors and Chief Executive Officer from December
1972 through April 1981, President from June 1972 to December 1972 and a
Director from August 1971 to April 1981.
John D. Macomber has been a Director since October 1996. He has been a
principal of JDM Investment Group since 1992. He was Chairman and President of
the Export-Import Bank of the United States (an agency of the U.S. Government)
from 1989 to 1992. From 1973 to 1986 Mr. Macomber was Chairman and Chief
Executive Officer of Celanese Corporation. Prior to that, Mr. Macomber was a
Senior Partner of McKinsey & Company. Mr. Macomber is also a Director of The
Brown Group, Inc., IRI International, Lehman Brothers Holdings Inc. and Textron
Inc.
Laurence Z. Y. Moh has been a Director since October 1996. At present, he
is Chairman and Chief Executive Officer of Plantation Timber Products Limited
(CHINA), which he founded in 1996. He is Chairman Emeritus of Universal
Furniture Limited, which he founded in 1959.
Thomas P. Salice has been a Director since October 1996. Mr. Salice is
President of AEA Investors and has been associated with AEA Investors since June
1989. Mr. Salice is also a Director of Waters Corporation.
FURTHER INFORMATION CONCERNING THE BOARD
OF DIRECTORS AND COMMITTEES
The Board of Directors of the Company directs the management of the
business and affairs of the Company, as provided by Delaware law, and conducts
its business through meetings of the Board and two standing committees: Audit
and Compensation. In addition, from time to time, special committees may be
established under the direction of the Board when necessary to address specific
issues. The Company has no nominating or similar committee.
Board Meetings and Committees
The Board of Directors of the Company held a total of five meetings and
took two actions by written consent during the fiscal year ended December 31,
1998. Each current director attended 75% or more of the aggregate number of
meetings of the Board of Directors and meetings of the committees of the Board
on which he served.
The Audit Committee's principal functions are to review the scope of the
annual audit of the Company by its independent public accountants, review the
annual financial statements of the Company and the related audit report of the
independent auditors, review management's selection of an independent public
accounting firm each year and review audit and any non-audit fees paid to the
Company's independent public accountants. The Company's Chief Financial Officer
generally attends Audit Committee meetings and gives reports to and answers
inquiries from the Audit Committee. The Audit Committee reports its findings and
recommendations to the Board. The Audit Committee is currently composed of three
non-employee directors. From January 1, 1998 to February 1, 1998, the members of
the Audit Committee were John D. Macomber (Chairman) and Alan W. Wilkinson. Mr.
Salice became a member of the Audit Committee on February 1, 1998. Mr. Wilkinson
resigned from the Board of Directors and the Audit Committee on April 21, 1998.
Mr. Caldwell became a member of the Audit Committee on November 5, 1998. During
the remainder of the fiscal year ended December 31, 1998, Messrs. Macomber,
Caldwell and Salice were members of the Audit Committee. The Audit Committee
held three meetings in 1998.
The Compensation Committee is responsible for developing and making
recommendations to the Board of Directors with respect to the Company's
compensation policies. The Compensation Committee is also responsible for
administering the Company's 1997 Amended and Restated Stock Option Plan. During
the fiscal year ended December 31, 1998, members of the Compensation Committee
were Reginald H. Jones (Chairman), Laurence Z. Y. Moh and Thomas P. Salice. The
Compensation Committee held four meetings in 1998.
3
<PAGE>
Compensation Committee Interlocks and Insider Participation
The following directors served on the Company's Compensation Committee
during the fiscal year ended December 31, 1998: Reginald H. Jones, Laurence Z.
Y. Moh and Thomas P. Salice. No member of the Compensation Committee was at any
time during 1998 an officer or employee of the Company or any of its
subsidiaries. Mr. Salice served as an officer of the Company and certain of its
subsidiaries for part of 1997. Mr.Salice is President of AEA Investors, a
shareholder of the Company.
Directors' Compensation
Members of the Board of Directors of the Company receive reimbursement for
traveling costs and other out-of-pocket expenses incurred in attending board and
committee meetings. Members of the Board of Directors who are not employees of
the Company receive an annual fee of $17,500 (payable quarterly in advance),
$1,000 for each Board meeting attended and $500 for each meeting of a committee
of the Board attended, plus reimbursement for traveling costs and other
out-of-pocket expenses incurred in attending such meetings. In addition, each
member of the Board of Directors who is not an employee of the Company receives
a stock option grant of 1,000 shares of the Company's Common Stock per year.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
("SEC") and The New York Stock Exchange. Executive officers, directors and
greater than 10% stockholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file. Based solely on its
review of the copies of such forms received by it, or written representations
from certain reporting persons, the Company believes that during fiscal 1998,
all filing requirements applicable to its executive officers and directors and
greater than 10% stockholders were complied with.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS, MANAGEMENT AND DIRECTORS
Principal Stockholders
The following table sets forth certain information regarding the beneficial
ownership of Mettler-Toledo's Common Stock as of the Record Date with respect to
(i) each person known to Mettler-Toledo to own beneficially more than 5% of the
outstanding shares of Common Stock, (ii) each of Mettler-Toledo's directors,
(iii) each of the executive officers named in the table under "Compensation of
Executive Officers-Executive Compensation-Summary Compensation Table," and (iv)
all the Company's directors and executive officers as a group. Except as
otherwise indicated, the persons or entities listed below have sole voting and
investment power with respect to all shares of Common Stock owned by them,
except to the extent such power may be shared with a spouse.
4
<PAGE>
Shares Benefically Owned(1)
----------------------------
Name of Beneficial Owner Number Percent
------ -------
Directors:
Robert F. Spoerry(2).................. 939,481 2.42%
Philip Caldwell(3)(4)................. 99,101 *
Reginald H. Jones(4).................. 46,796 *
John D. Macomber(4)................... 55,940 *
Laurence Z. Y. Moh(4)................. 356,978 *
Thomas P. Salice(3)(4)................ 612,459 1.59%
Named Executive Officers:
William P. Donnelly(3)(5)............. 132,005 *
Karl M. Lang(6)....................... 170,848 *
Lukas Braunschweiler(6)............... 167,848 *
John D. Robechek(3)(6)................ 156,999 *
All directors and executive
officers as a group (12 persons)...... 2,991,871 7.62%
- -------------------------------------------
* The percentage of shares of Common Stock beneficially owned does not
exceed one percent of the outstanding shares of Common Stock.
(1) Calculations of percentage of beneficial ownership are based on
38,400,363 shares of Common Stock outstanding on the date hereof, and in
each case assume the exercise by only the named shareholder of all
options for the purchase of Common Stock held by such shareholder which
are exercisable within 60 days of the date hereof.
(2) Mr. Spoerry is also a Named Executive Officer. Includes 444,358 shares
of Common Stock issuable upon exercise of options that are exercisable
within 60 days from the date hereof.
(3) Includes shares held by, or in trust for, members of such individual's
family for which Messrs. Caldwell, Salice, Donnelly and Robechek disclaim
beneficial ownership. Does not include shares held by AEA Investors, of
which Mr. Salice is an officer.
(4) Includes 200 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days of the date hereof.
(5) Includes 70,470 shares of Common Stock issuable upon exercise of options
that are excercisable within 60 days from the date hereof.
(6) Includes 91,389 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days from the date hereof.
5
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
Executive Compensation
The following table sets forth certain information with respect to the
annual and long-term compensation of the Company's Chief Executive Officer and
each of the Company's four other most highly compensated executive officers:
Summary Compensation Table(1)
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
Securities
Other Annual Underlying All Other
Name and Principal Position Year Salary Bonus(2) Compensation Options(#) Compensation
- --------------------------- ---- ------ -------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Robert F. Spoerry............. 1998 $380,859 $547,257 $35,040(3) 50,000 $113,906(4)
President and Chief Executive 1997 386,074 427,113 36,212(3) 125,839 112,816(4)
Officer 1996 435,135 276,521 8,857(3) 1,047,976 124,431(4)
William P. Donnelly,.......... 1998 163,988 209,216 24,016(5) 25,000 47,804(4)
Chief Financial Officer 1997 124,095 208,464 18,614(5) 195,050 36,768(4)
1996 -- -- -- -- --
Karl M. Lang,................. 1998 167,384 146,361 -- 20,000 56,212(4)
Head, Laboratory 1997 170,424 134,209 -- 37,751 55,319(4)
1996 212,997 88,375 -- 209,597 61,901(4)
Lukas Braunschweiler,......... 1998 166,414 165,066 -- 25,000 49,995(4)
Head, Industrial and Retail 1997 168,218 201,676 -- 37,751 49,145(4)
(Europe) 1996 210,893 66,162 -- 209,597 62,482(4)
John D. Robechek, ............ 1998 212,414 144,059 -- 10,000 7,591(6)
Head, Industrial and Retail 1997 220,000 193,886 -- 37,751 7,754(6)
(Americas) 1996 233,754 88,137 -- 209,597 6,215(6)
- ---------------
<FN>
(1) Amounts paid in Swiss francs (all amounts except those paid to Mr.
Robechek) were converted to U.S. dollars at a rate of SFr 1.2355 to $1.00
for 1996, SFr 1.4505 to $1.00 for 1997, and SFr 1.4990 to $1.00 for 1998,
in each case the average exchange rate during such year.
(2) Does not include Ciba-Geigy AG bonuses to the Messrs. Spoerry,
Braunschweiler, Lang and Robechek for services rendered to Ciba-Geigy AG
in connection with its efforts to sell the Company.
(3) Represents additional compensation paid to fully offset, after payment
of all taxes and social security contributions, interest charged to
Mr. Spoerry on a loan to Mr. Spoerry from Mettler-Toledo GmbH, a
subsidiary of the Company. See "Certain Transactions."
(4) Represents Company contributions to the Mettler-Toledo Fonds (a Swiss
pension plan similar to a defined contribution plan under U.S. law).
Fifty percent of the amount shown is a required employee contribution
under the plan which the Company has contributed on behalf of the Named
Executive Officers, and the other 50% is a required matching employer
contribution.
(5) Represents allowances associated with Mr. Donnelly's status as an
expatriate in Switzerland.
(6) Includes the value of group life insurance over $50,000 of $1,071 for
1996, $1,036 for 1997 and $2,091 for 1998; the Company's contribution to
Mr. Robechek's 401(k) plan account of $4,500 for 1996, $4,750 for 1997
and $5,000 for 1998; Mr. Robechek's profit sharing payout under the
Company's Performance Dividend Plan of $644 for 1996, $1,968 for 1997 and
$500 for 1998.
</FN>
</TABLE>
6
<PAGE>
Option Grant Table
The following table sets forth certain information regarding options
granted during the fiscal year ended December 31, 1998 by the Company to the
individuals named in the Summary Compensation Table:
<TABLE>
<CAPTION>
Option Grants In Last Fiscal Year
Potential Realizable Value
at Assumed Annual Rates of
Number of % of Total Stock Price Appreciation for
Securities Options Granted Exercise/ Option Term(1)
Underlying to Employees in Base Price Expiration ----------------------------
Name Options Granted Fiscal Year ($/Sh) Date 5% ($) 10% ($)
- ---- --------------- --------------- ---------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Robert F. Spoerry.......... 50,000 9.09% 21.50 2004 $365,603 $829,428
William P. Donnelly........ 25,000 4.55% 21.50 2004 182,801 414,714
Karl M. Lang............... 20,000 3.64% 21.50 2004 146,241 331,771
Lukas Braunschweiler....... 25,000 4.55% 21.50 2004 182,801 414,714
John D. Robechek........... 10,000 1.82% 21.50 2008 135,212 342,655
- ---------------
<FN>
(1) The assumed annual rates of appreciation over the term of the option are
set forth in accordance with rules and regulations adopted by the
Securities and Exchange Commission and do not represent the Company's
estimate of stock appreciation price.
</FN>
</TABLE>
Option Exercise Table
No options to purchase Common Stock were exercised by the Named Executive
Officers in 1998. The following table sets forth information with respect to the
aggregate number of unexercised options to purchase Common Stock granted to the
Named Executive Officers and held by them as of December 31, 1998, and the value
of unexercised in-the-money options (i.e., options that had a positive spread
between the exercise price and the fair market value of the Common Stock) as of
December 31, 1998.
<TABLE>
<CAPTION>
Aggregated Option Exercises In Last Fiscal Year
And Option Values As Of December 31, 1998
Number of Securities
Underlying Unexercised Value of Unexercised
Shares Options at Fiscal In-The-Money Options
Acquired on Value Year-End(#) at Fiscal Year-End($)(1)
Exercise Realized ---------------------------- ---------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert F. Spoerry............ 0 0 444,358 779,457 $8,737,316 $14,200,001
William P. Donnelly.......... 0 0 70,470 149,580 1,357,381 2,429,882
Karl M. Lang................. 0 0 91,389 175,959 1,778,114 3,028,179
Lukas Braunschweiler......... 0 0 91,389 180,959 1,778,114 3,060,992
John D. Robechek............. 0 0 91,389 165,959 1,778,114 2,962,554
- ---------------
<FN>
(1) Sets forth values for "in the money" options that represent the positive
spread between the respective exercise/base prices of outstanding stock
options and the closing price of $28.0625 per share at December 31, 1998,
as reported on the New York Stock Exchange.
</FN>
</TABLE>
Employment Agreements
Mettler-Toledo GmbH, a subsidiary of the Company, entered into an
employment agreement (the "Agreement") with Robert F. Spoerry (the "Executive")
dated as of October 30, 1996. The Agreement provides for an annual base salary,
which may be increased from time to time in accordance with the Company's normal
business practices, and for participation in the Company's bonus plan. The 1998
annual base salary was SFr 570,909 (approximately $380,860 using the average
exchange rate for 1998 of SFr 1.4990 to $1.00).
7
<PAGE>
In addition, the Agreement provides for payment of the amount necessary, after
payment of all taxes and social security contributions, to fully offset the
interest charged to the Executive on a certain loan to the Executive. See
"Certain Transactions" for a description of the loan. The Agreement prohibits
the Executive from competing with the Company for a period of 24 months after
termination of employment. The Agreement may be terminated without cause, on
36 months notice during which period the Executive is entitled to full
compensation under the Agreement.
Mettler-Toledo GmbH, a subsidiary of the Company, also entered into
employment agreements with Lukas Braunschweiler, William P. Donnelly and Karl
Lang, and Mettler-Toledo, Inc., a subsidiary of the Company, entered into an
employment agreement with John D. Robechek. The employment agreements provide
for a base salary subject to adjustment and participation in the Company's bonus
plan and participation in the Company's other employee benefit plans. Each
agreement prohibits the executive from competing with the Company for a period
of twelve months after termination of employment. Each agreement may be
terminated without cause, on twelve months notice during which period the
executive is entitled to full compensation under the agreement.
Retirement Plans
Mr. Robechek is covered under two pension plans, the Mettler-Toledo
Retirement Plan and the Mettler-Toledo Supplemental Retirement Income Plan.
Benefits under these plans are determined by career average compensation rather
than final compensation. The annual accrual for each year under both plans is
the difference of 2% of annual compensation in a plan year and 0.6% of the
lesser of annual compensation or covered compensation (defined under the plans
as the average of the Social Security Taxable Wage Bases in effect for each
calendar year during the 35-year period ending on the last day of a given plan
year). The Mettler-Toledo Retirement Plan includes all compensation up to the
qualified plan limitations under the Internal Revenue Code of 1986, as amended
($160,000 per year in 1998), and the Mettler-Toledo Supplemental Retirement
Income Plan pays for benefits in excess of these limits. The accrued annual
benefit payable to Mr. Robechek under the Mettler-Toledo Retirement Plan is
$51,530 and the accrued annual benefit under the Mettler-Toledo Supplemental
Plan is $19,557, for a total annual retirement benefit of $71,087 at age 65.
8
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's Compensation Committee, which consists of three
non-employee directors, is responsible for executive compensation, including
setting the Company's compensation philosophy and policies, recommending to the
Board of Directors the compensation to be paid to the Chief Executive Officer
and determining the compensation for the other executive officers. The
Compensation Committee also is responsible for administering the Company's
executive incentive plans and programs. The Compensation Committee reviews the
Company's executive officer's compensation on an annual basis to ensure that the
program continues to meet the goals of its compensation philosophy.
Compensation Policy
The guiding principle of the Company in compensation is to take into
consideration the performance of the individual and the overall results achieved
by the Company. This is valid as well for executive compensation.
. With regard to the overall compensation level, the Company wants to be
competitive in the global personnel market which is relevant to its
activities: the electronics industry, and, in general, businesses with
a certain high-tech orientation.
. Within this type of environment, the Company wants to pay competitive
average base salaries.
. The Company believes in a strong pay/performance linkage and therefore
wants to honor in particular fulfillment and overachievement of targets
by a cash bonus.
. The Company wants to align the interests of its executives with those
of its stockholders by linking the executives' annual cash bonus and
the long-term incentive compensation to the Company's performance and
by encouraging its executives to purchase equity in the Company.
As a consequence, the Company's compensation program consists of three
basic elements: base salary, annual cash bonus and long-term compensation in the
form of stock options.
Base Salary
The Company's base salary policy was originally established when the
Company was owned by Ciba-Geigy AG. In mid-1996, before the purchase of the
Company from Ciba-Geigy AG in a transaction sponsored by management and AEA
Investors Inc., the base salaries of senior management were voluntarily reduced
in exchange for the ability to receive a more significant bonus under the
Company's bonus scheme. Base salaries were not adjusted in 1997. In 1998, base
salaries of executive officers were individually increased between 1.5% and
2.5%, and in one case voluntarily reduced in exchange for a higher bonus
scaling.
Annual Cash Incentive Compensation
The annual cash bonus is a key element of the incentive policy for
senior management. The emphasis is on closely linking executive pay with
achieving yearly financial performance targets and on giving greater rewards for
achieving above target results.
The cash bonus scheme was substantially altered in mid-1996 and
slightly modified for 1998. After the transition period in 1996, the cash bonus
scheme became effective for the full fiscal years 1997 and 1998.
Depending on the level of target achievement, management receives
bonuses of from 0--175% of base salary. If the target is met, the bonus is 50%
of base salary for the Chief Executive Officer, 45% of base salary for the Chief
Financial Officer and Heads of Divisions, and 37.5% of base salary for other
executive officers.
Targets are established for each business year by the Compensation
Committee. Between eighty and ninety percent of the bonus is based on annual
operating plan targets for the entire Company (Net Income, EPS, Free Cash Flow)
as well as for the respective business unit of the executive (e.g. Sales, EBIT).
Ten to twenty percent of the bonus is based on individual performance.
9
<PAGE>
Stock Options
The Company established a stock option plan which was combined with an
equity purchase program at the time of the buyout. Personal equity investment by
senior management was a precondition to receiving stock options. The basic
philosophy of these combined plans is to have key management's interests more
closely aligned with those of the Company and its stockholders and to create a
long-term incentive. The number of stock options granted to an executive is
predominantly a function of the importance of the executive's position and
duties and the performance and abilities of that executive.
The stock option plan provides that options vest over a period of five
years. The exercise price of each share of common stock subject to an option
cannot be less than 100% of the fair market value of a share of common stock as
of the date of grant.
CEO Compensation
The Compensation Committee determines Mr. Spoerry's compensation on the
same basis and under the same philosophy it uses in determining the compensation
of other executive officers. As discussed above, the goal of the Compensation
Committee is to link a significant portion of the compensation of its executive
officers, including Mr. Spoerry, to Company performance.
Mr. Spoerry's annual base salary was adjusted in 1996 by Ciba-Geigy AG
to reflect his new responsibilities prior to the buyout and then voluntarily
reduced by Mr. Spoerry with the introduction of the new bonus scheme. It was not
adjusted in 1997, and it was increased in 1998 by 2%.
Based on the Company's performance for fiscal year 1998 and the targets set
for the incentive scheme, Mr. Spoerry realized a bonus award equal to 143.7 % of
his base salary.
In November 1998, Mr. Spoerry was granted 50,000 stock options in
accordance with the stated goals described above under "Stock Options."
Section 162(m)
Section 162(m) of the Internal Revenue Code of 1986, as amended,
generally disallows a deduction to any publicly held corporation for
compensation paid in excess of $1 million in a taxable year to its chief
executive officer or any of the four other most highly compensated executive
officers employed by such corporation on the last day of its taxable year. The
Compensation Committee considered the impact of Section 162(m) on the
compensation of its executive officers. The Compensation Committee expects that
the deduction limitation does not, and will not, in the near future, have any
material consequences for the Company. The Compensation Committee intends to
monitor the impact of Section 162(m) and consider structuring executive
compensation arrangements so that the deduction limitation will continue not to
have any material consequences for the Company.
Respectfully submitted:
Reginald H. Jones
Laurence Z. Y. Moh
Thomas P. Salice
Members of the
Compensation Committee
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PERFORMANCE GRAPH
The following graph compares the cumulative total return on $100
invested on November 14, 1997, the date the Company's Common Stock began to
trade, in each of the Common Stock of the Company, Standard & Poor's 500 Index
and a peer group selected by the Company. The returns of the Standard & Poor's
Index and the peer group selected by the Company are calculated assuming
reinvestment of dividends. The Company has not paid any dividends. The graph
covers a period commencing November 14, 1997, when the Company's Common Stock
was first publicly traded, through December 31, 1998. The stock price
performance shown on the graph below is not necessarily indicative of future
price performance.
Comparison of Cumulative Total Return
Among Mettler-Toledo International Inc., the
S&P 500 Index and the Peer Group
[Graphic omitted]
November 14, 1997 December 31, 1997 December 31, 1998
----------------- ----------------- -----------------
Mettler-Toledo 100 123.2 200.4
S&P 500 Index 100 106.1 136.4
Peer Group* 100 103.6 131.0
- --------------
* Based on information for a self-constructed peer group of companies
involved in the laboratory products industry, which includes the following
companies: Beckman Coulter, Inc., Bio Rad Laboratories, Inc., Dionex
Corporation, Millipore Corporation, Pall Corporation, The Perkin-Elmer
Corporation, Thermedics Inc., Thermo Instrument Systems Inc. and Waters
Corporation.
CERTAIN TRANSACTIONS
On October 7, 1996, in order to fund a portion of the purchase price
for shares of Common Stock purchased by Mr. Spoerry, President and Chief
Executive Officer of the Company, Mettler-Toledo GmbH entered into a loan
agreement with Mr. Spoerry, in the amount of SFr 1.0 million (approximately
$725,163 at December 31, 1998). The loan bears interest at a rate of 5% and is
payable upon demand, which may not be made until seven years after the date of
the loan.
For additional information, see "Further Information Concerning the Board
of Directors and Committees - Compensation Committee Interlocks and Insider
Participation."
11
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RATIFICATION OF APPOINTMENT OF AUDITORS
On March 10, 1999, the Company appointed PricewaterhouseCoopers ("PWC")
as its independent auditors for the fiscal year ending December 31, 1999. During
the Company's two most recent fiscal years, and through March 10, 1999, the
Company did not consult with PWC as to either the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company's financial statements
and the Company did not consult with PWC as to any matter that was either the
subject of a disagreement or reportable event.
On March 10, 1999, the Company dismissed KPMG Fides Peat as its
independent auditors. The reports of KPMG Fides Peat on the Company's financial
statements for the fiscal years ended December 31, 1998 and December 31, 1997
did not contain an adverse opinion or a disclaimer of opinion, or a
qualification or modification as to uncertainty, audit scope, or accounting
principles. In connection with its audits for the Company's two most recent
fiscal years and through March 10, 1999, there were no disagreements with KPMG
Fides Peat on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreement(s), if
not resolved to the satisfaction of KPMG Fides Peat, would have caused it to
make a reference to the subject matter of the disagreement(s) in connection with
its reports covering such periods. None of the reportable events listed in Item
304(a)(1)(v) of Regulation S-K occurred with respect to the Company and KPMG
Fides Peat. The decision to dismiss KPMG Fides Peat as the Company's independent
auditors was approved by the Audit Committee of the Company's Board of
Directors.
The Board of Directors has directed that management submit the
appointment of PWC as independent auditors for ratification by stockholders at
the Annual Meeting. Representatives of PWC are expected to be present at the
Annual Meeting, will have the opportunity to make a statement if they desire to
do so and will be available to respond to appropriate stockholder questions.
Representatives of KPMG Fides Peat are not expected to be present at the Annual
Meeting.
If stockholders do not ratify the appointment of PWC, the selection of
independent auditors will be reconsidered by the Board of Directors.
Proxies will be voted FOR ratification of the appointment of
PricewaterhouseCoopers as independent auditors for the Company for the fiscal
year ending December 31, 1999, unless otherwise specified in the proxy. The
Board of Directors recommends a vote FOR ratification of the appointment of
PricewaterhouseCoopers as independent auditors.
EXPENSES OF SOLICITATION
The cost of soliciting proxies will be borne by the Company. In
addition to the solicitation of proxies by use of the mail, some of the
officers, directors and regular employees of the Company and its subsidiaries,
none of whom will receive additional compensation therefor, may solicit proxies
in person or by telephone, telegraph or other means. As is customary, the
Company will, upon request, reimburse brokerage firms, banks, trustees, nominees
and other persons for their out-of-pocket expenses in forwarding proxy materials
to their principals.
12
<PAGE>
STOCKHOLDER PROPOSALS FOR THE 2000
ANNUAL MEETING OF STOCKHOLDERS
Stockholders may present proposals which may be proper subjects for
inclusion in the proxy statement and for consideration at an Annual Meeting. To
be considered, proposals must be submitted on a timely basis. Proposals for the
2000 Annual Meeting must be received by the Company no later than November 27,
1999. Proposals, as well as any questions related thereto, should be submitted
in writing to the Secretary of the Company. Proposals may be included in the
proxy statement for the 2000 Annual Meeting if they comply with certain rules
and regulations promulgated by the Securities and Exchange Commission and in
connection with certain procedures described in the Company's By-Laws, a copy of
which may be obtained from the Secretary of the Company.
OTHER MATTERS
The Company knows of no other matter to be brought before the 1999
Annual Meeting. If any other matter requiring a vote of the stockholders should
come before the meeting, it is the intention of the persons named in the proxy
to vote the same with respect to any such matter in accordance with their best
judgment.
The Company will furnish, without charge, to each person whose proxy is
being solicited upon written request, a copy of its Annual Report on Form 10-K
for the fiscal year ended December 31, 1998, as filed with the SEC (excluding
exhibits). Copies of any exhibits thereto also will be furnished upon the
payment of a reasonable duplicating charge. Requests in writing for copies of
any such materials should be directed to Mary T. Finnegan, 1900 Polaris Parkway,
Columbus, Ohio 43240, USA.
It is important that proxies be returned promptly. Therefore,
stockholders are urged to date, sign and return the accompanying form of proxy
in the enclosed envelope.
By order of the Board of Directors,
/s/ James T. Bellerjeau
James T. Bellerjeau
Secretary
Greifensee, Switzerland
March 31, 1999
The Annual Report to Stockholders of the Company for the fiscal year
ended December 31, 1998, including financial statements, accompanies this proxy
statement. The Annual Report is not to be regarded as proxy soliciting material
or as a communication by means of which any solicitation is to be made.
13
<PAGE>
PROXY
METTLER-TOLEDO INTERNATIONAL INC.
Proxy for Annual Meeting of Stockholders
May 18, 1999
This Proxy is Solicited on Behalf of
Mettler-Toledo International Inc.'s Board of Directors
The undersigned hereby appoints Robert F. Spoerry and William P. Donnelly,
and each of them, Proxies for the undersigned, with full power of substitution,
to represent and to vote all shares of Mettler-Toledo International Inc. Common
Stock which the undersigned may be entitled to vote at the 1999 Annual Meeting
of Stockholders of Mettler-Toledo International Inc. to be held in New York, New
York on Tuesday, May 18, 1999 at 10:00 A.M., or at any adjournment thereof, upon
the matters set forth on the reverse side and described in the accompanying
Proxy Statement and upon such other business as may properly come before the
meeting or any adjournment thereof.
Please mark this proxy as indicated on the reverse side to vote on any
item. If you wish to vote in accordance with the Board of Directors'
recommendations, please sign the reverse side; no boxes need to be checked. IF
THIS PROXY IS SIGNED BUT NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR
ITEMS 1 AND 2 in their discretion, the appointed Proxies are authorized to vote
upon such other business as may properly come before the meeting.
(continued and to be signed on other side)
- FOLD AND DETACH HERE -
<PAGE>
Please mark
your vote as
indicated in
this example /X/
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2
ITEM NO.1
ELECTION OF DIRECTORS
WITHHOLD
FOR ALL AUTHORITY
NOMINEES to vote for all Robert F. Spoerry John D. Macomber
listed to nominees listed Philip Caldwell Laurence Z. Y. Moh
the right to the right Reginald H. Jones Thomas P. Salice
/ / / /
*Instruction: To withhold authority
from any individual nominee(s), write the
nominee(s) on the line provided below:
-----------------------------------------------
ITEM NO. 2 FOR AGAINST ABSTAIN
APPROVAL OF AUDITORS / / / / / /
I PLAN TO ATTEND MEETING
If you check this box to the right an admission card will be sent to you / /
ADDRESS CHANGE
Please mark this box if you have address changes / /
Receipt is hereby acknowledged of the Mettler-Toledo
International Inc. Notice of Meeting and Proxy Statement.
PLEASE SIGN, DATE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.
Signatures(s) Signatures(s)
------------------------- ----------------------------
Date , 1999
-------------------
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as an attorney, executor, adminstrator, trustee or guardian, please
give full title as such. Corporate and partnership proxies should be signed by
any authorized person indicating the person's title.
- FOLD AND DETACH HERE -
