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 ss.240.14a-11(c) or ss.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, 2000
Dear Fellow Stockholder:
You are cordially invited to attend the 2000 Annual Meeting of
Stockholders of Mettler-Toledo International Inc. to be held on Tuesday, May 16,
2000, 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), 29th
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 2000 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), 29th Floor, New York, New York 10004 on Tuesday, May 16, 2000, at 10:00
A.M., Eastern Daylight Time, for the following purposes:
1. To elect eight directors for terms ending at the 2001 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, 2000;
3. To approve the reservation of an additional 2.5 million shares of
the Company's common stock for issuance upon the exercise of stock
options granted under the Company's 1997 Amended and Restated Stock
Option Plan;
4. To approve the material terms of the Company's POBS Plus Incentive
System for Group Management; and
5. To transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on March 20,
2000 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, 2000
<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 16, 2000
-----------------------
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 2000 Annual Meeting
of the Stockholders to be held at 10:00 A.M., Eastern Daylight Time, on Tuesday,
May 16, 2000, at Fried, Frank, Harris, Shriver & Jacobson, One New York Plaza
(corner of Water Street and Broad Street), 29th Floor, New York, New York 10004,
and any adjournments thereof.
Stockholders of record as of the close of business on March 20, 2000
(the "Record Date") will be entitled to vote at the meeting or any adjournments
thereof. As of the Record Date, the Company had outstanding 38,712,272 shares of
common stock, par value $.01 per share, 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,
1999 are being mailed on or about March 31, 2000 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 proposals made by the Board of
Directors, and as the individuals named as proxy holders on the proxy deem
advisable on all other matters that may properly come before the meeting.
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. 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 and broker non-votes will have the effect of reducing the
number of affirmative votes required to achieve the majority vote.
<PAGE>
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
(Proposal 1)
The Board of Directors currently consists of eight directors. Eight
directors are to be elected at the Annual Meeting to hold office as directors
until the 2001 Annual Meeting of Stockholders or until their respective
successors have been duly elected and qualified. 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............. 44 President, Chief Executive Officer
and Chairman of the Board of Directors
Philip Caldwell............... 80 Director
John T. Dickson............... 54 Director
Reginald H. Jones............. 82 Director
John D. Macomber.............. 72 Director
George M. Milne............... 56 Director
Laurence Z. Y. Moh............ 74 Director
Thomas P. Salice.............. 40 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 1998.
Philip Caldwell has been a Director since October 1996. Prior to May
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
Bros. Inc. and its predecessor, Shearson Lehman Brothers Holdings, Inc., from
1985 to February 1998. Mr. Caldwell is also a Director of the Mexico Fund,
Russell Reynolds Associates, Inc. and Waters Corporation. He is a member of the
Zurich Financial Services Group US Advisory Board. He has served as a Director
of the Chase Manhattan Bank, N.A., the Chase Manhattan Corp., Digital Equipment
Corporation, Federated Department Stores Inc., Kellogg Company, CasTech Aluminum
Group Inc., Specialty Coatings International Inc., American Guarantee &
Liability Insurance Company, Zurich Holding Company of America, Inc., and Zurich
Reinsurance Centre Holdings, Inc.
John T. Dickson has been a Director since March 2000. Mr. Dickson is
Executive Vice President of Lucent Technologies and CEO of its Microelectronics
and Communications Technologies business. Mr. Dickson joined the
Microelectronics group in 1993. Mr. Dickson is also a Director of the
Semiconductor Industry Association and a member of the Board of Trustees of
Lehigh Valley Health Network.
2
<PAGE>
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 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 IRI
International, Lehman Brothers Holdings Inc. and Textron Inc.
George M. Milne has been a Director since September 1999. Mr. Milne is
President of the Central Research Division and Senior Vice President of Pfizer,
Inc., with responsibility for guiding the company's global pharmaceutical and
animal health drug discovery and development efforts, a position he assumed in
1993. Since joining Pfizer in 1970, Mr. Milne has held a variety of senior
management and research positions.
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 and Chief Executive Officer of AEA Investors Inc. and has been
associated with AEA Investors Inc. since June 1989. Mr. Salice is also a
Director of Waters Corporation and Sovereign Specialty Chemicals, Inc.
Proxies will be voted FOR each nominee for Director set forth above,
unless otherwise specified in the proxy. The Board of Directors recommends a
vote FOR each nominee for Director set forth above.
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 four meetings
during the fiscal year ended December 31, 1999. 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, with the exception
of Mr. Moh who attended three of the meetings of the Board of Directors and one
meeting of the Compensation Committee.
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 composed of three
non-employee directors, John D. Macomber (Chairman), Philip Caldwell and Thomas
P. Salice. The Audit Committee held four meetings in 1999.
3
<PAGE>
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. The
Compensation Committee is composed of three non-employee directors, Reginald H.
Jones (Chairman), Laurence Z. Y. Moh and Thomas P. Salice. The Compensation
Committee held three meetings in 1999.
Compensation Committee Interlocks and Insider Participation
The following directors served on the Company's Compensation Committee
during the fiscal year ended December 31, 1999: Reginald H. Jones, Laurence Z.
Y. Moh and Thomas P. Salice. No member of the Compensation Committee was at any
time during 1999 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.
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. 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 1999, all filing requirements applicable to its executive officers and
directors and greater than 10% stockholders were complied with. Mr. Milne, who
became a Director on September 1, 1999, first filed a Form 3 in December 1999.
In addition, Mr. Moh filed a Form 4 relating to a November 1999 transaction in
January 2000.
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 each person known to the Company to own more than 5% of the
outstanding shares, each of the Company's directors, each of the executive
officers named in the table under "Compensation of Executive Officers" below and
all the Company's directors and executive officers as a group. Except as
otherwise indicated, the persons 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. Information regarding 5%
Shareholders below is based solely on Schedule 13Gs filed by the holders.
4
<PAGE>
Shares Benefically Owned (1)
----------------------------
Name of Beneficial Owner Number Percent
- ------------------------ ------ -------
5% Shareholders:
Citigroup............................. 3,783,654 9.8%
153 East 53rd Street
New York, NY 10043
Franklin Resources, Inc............... 3,046,972 7.9%
777 Mariners Island Blvd.
San Mateo, CA 94404
Directors:
Robert F. Spoerry (2)(3).............. 1,163,726 3.0%
Philip Caldwell (3)................... 66,192 *
John T. Dickson....................... 0 *
Reginald H. Jones..................... 47,196 *
John D. Macomber...................... 58,340 *
George M. Milne....................... 3,000 *
Laurence Z. Y. Moh.................... 253,378 *
Thomas P. Salice (3).................. 585,476 1.5%
Named Executive Officers:
William P. Donnelly (3)............... 168,360 *
Karl M. Lang.......................... 184,317 *
Lukas Braunschweiler.................. 222,317 *
Peter Burker.......................... 117,478 *
All directors and executive
officers as a group (14 persons)...... 3,008,965 7.5%
- -------------------------------------------
* 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
38,712,272 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.
Shares subject to options exercisable within 60 days:
----------------------------------------------------
Robert F. Spoerry................689,122
Philip Caldwell......................600
John T. Dickson........................0
Reginald H. Jones....................600
John D. Macomber.....................200
George M. Milne........................0
Laurence Z.Y. Moh....................600
Thomas P. Salice.....................600
William P. Donnelly..............114,479
Karl M. Lang.....................104,858
Lukas Braunschweiler.............145,858
Peter Burker......................56,709
All directors and executive
officers as a group............1,172,852
(2) Mr. Spoerry is also a Named Executive Officer.
(3) Includes shares held by, or in trust for, members of such individual's
family for which Messrs. Spoerry, Caldwell, Salice and Donnelly disclaim
beneficial ownership.
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 (the
"Named Executive Officers"):
<TABLE>
<CAPTION>
Summary Compensation Table(1)
Long Term
Annual Compensation Compensation
------------------------------------------ ------------
Securities All Other
Other Annual Underlying Compensation
------------
Name and Principal Position Year Salary Bonus Compensation Options (#) (3)
- ------------------------------ ---- -------- -------- ------------ ----------- ---
<S> <C> <C> <C> <C> <C> <C>
Robert F. Spoerry............. 1999 $425,597 $601,965 $34,960(2) 48,000 $140,178
President and Chief 1998 380,859 547,257 35,040(2) 50,000 113,906
Executive Officer 1997 386,074 427,113 36,212(2) 125,839 112,816
William P. Donnelly,.......... 1999 168,525 211,718 23,961(4) 25,000 51,052
Chief Financial Officer 1998 163,988 209,216 24,016(4) 25,000 47,804
1997 124,095 208,464 18,614(4) 195,050 36,768
Karl M. Lang,................. 1999 169,510 165,781 -- 15,000 61,716
Head, Laboratory 1998 167,384 146,361 -- 20,000 56,212
1997 170,424 134,209 -- 37,751 55,319
Lukas Braunschweiler,......... 1999 202,480 238,631 -- 30,000 56,981
Head, Industrial 1998 166,414 165,066 -- 25,000 49,995
and Retail 1997 168,218 201,676 -- 37,751 49,145
Peter Burker,................. 1999 125,859 135,689 -- 10,000 44,779
Head, Human Resources 1998 124,204 149,181 -- 10,000 42,453
1997 125,749 137,607 -- 18,875 41,544
- ------------------------------
</TABLE>
(1) Amounts paid in Swiss francs were converted to U.S. dollars at a rate of
SFr 1.5024 to $1.00 for 1999, SFr 1.4990 to $1.00 for 1998, and SFr
1.4505 to $1.00 for 1997, in each case the average exchange rate during
such year. All amounts shown were paid in Swiss francs, except amounts
paid to Mr. Braunschweiler from May 1, 1999, which were paid in U.S.
dollars.
(2) Represents additional compensation paid to fully offset, after payment of
all taxes and social security contributions, interest charged to
Mr. Spoerry on a loan to Mr. Spoerry from Mettler-Toledo GmbH, a
subsidiary of the Company. See "Certain Transactions."
(3) Represents Company contributions to the Mettler-Toledo Fonds (a Swiss
pension plan similar to a defined contribution plan under U.S. law). Each
year, 22% of the Named Executive Officer's annual insured salary, which
is equal to between 106% and 115% of the employee's base salary, is
contributed to the plan by the Company. Contributed amounts bear interest
at the minimum rate of 4% per annum. Retirement benefits are paid in the
form of a lump-sum payment when the employee reaches the normal
retirement age under the plan of 65. It is not possible to estimate the
amount payable on retirement as this amount depends on the amounts
contributed on behalf of each employee as well as earnings on the amounts
contributed.
(4) Represents allowances associated with Mr. Donnelly's status as an
expatriate in Switzerland.
6
<PAGE>
Option Grant Table
The following table sets forth certain information regarding options
granted during the fiscal year ended December 31, 1999 by the Company to the
individuals named in the Summary Compensation Table:
<TABLE>
<CAPTION>
Option Grants In Last Fiscal Year
Number of % of Total Potential Realizable Value
Securities Options at Assumed Annual Rates of
Underlying Granted to Exercise/ Stock Price Appreciation
Options Employees in Base Price Expiration for
Granted Fiscal Year ($/Sh) Date Option Term(1)
---------- ------------ ---------- ---------- --------------------------
<S> <C> <C> <C> <C> <C> <C>
Name 5% ($) 10% ($)
- ---- -------- ----------
Robert F. Spoerry.......... 48,000 7.08% 28.5625 2005 $466,271 $1,057,810
William P. Donnelly........ 25,000 3.69% 28.5625 2005 242,850 550,943
Karl M. Lang............... 15,000 2.21% 28.5625 2005 145,710 330,566
Lukas Braunschweiler....... 30,000 4.43% 28.5625 2009 538,884 1,365,638
Peter Burker............... 10,000 1.48% 28.5625 2005 97,140 220,377
- ---------------------------
</TABLE>
(1) The assumed annual rates of appreciation over the term of the option are
set forth in accordance with rules and regulations adopted by the
Securities and Exchange Commission and do not represent the Company's
estimate of stock appreciation price.
Option Exercise Table
Mr. Lang exercised options to purchase 40,000 shares of common stock in
1999. Other than this exercise, no options to purchase common stock were
exercised by the Named Executive Officers in 1999.
The following table sets forth information with respect to the
aggregate number of unexercised options to purchase common stock granted to the
Named Executive Officers and held by them as of December 31, 1999, and the value
of unexercised in-the-money options (i.e., options that had a positive spread
between the exercise price and the fair market value of the common stock) as of
December 31, 1999.
<TABLE>
<CAPTION>
Aggregated Option Exercises In Last Fiscal Year
And Option Values As Of December 31, 1999
Number of Securities
Shares Underlying Unexercised Value of Unexercised
Acquired on Value Options at Fiscal In-The-Money Options
Exercise Realized Year-End (#) at Fiscal Year-End ($) (1)
---------------------------- ---------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ---------- --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert F. Spoerry............ 0 0 689,122 582,693 $20,302,159 $15,488,286
William P. Donnelly.......... 0 0 114,479 130,571 3,273,915 2,981,979
Karl M. Lang................. 40,000 $702,000 104,858 137,490 2,996,550 3,451,517
Lukas Braunschweiler......... 0 0 145,858 156,490 4,222,737 3,662,642
Peter Burker................. 0 0 56,709 60,765 1,627,691 1,432,936
- -----------------------------
</TABLE>
(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 $38.1875 per share at December 31, 1999,
as reported on the New York Stock Exchange.
7
<PAGE>
Employment Agreements
Mettler-Toledo GmbH, a subsidiary of the Company, entered into an
employment agreement (the "Agreement") with Robert F. Spoerry 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 1999 annual
base salary was SFr 639,418 (approximately $425,598 using the average exchange
rate for 1999 of SFr 1.5024 to $1.00). 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 Mr. Spoerry on a certain
loan to him. See "Certain Transactions" for a description of the loan. The
Agreement prohibits Mr. Spoerry 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 Mr. Spoerry is entitled
to full compensation under the Agreement.
Mettler-Toledo GmbH, a subsidiary of the Company, also entered into
employment agreements with the Named Executive Officers. 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.
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.
o 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.
o Within this type of environment, the Company wants to pay
competitive average base salaries.
o 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.
o 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
In 1999, base salaries of executive officers were individually
increased taking into account market levels in comparable industries. Mr.
Spoerry's salary is discussed below under "CEO Compensation".
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.
Within the first 90 days of the year, the Compensation Committee
establishes the performance targets on which each participant's incentive is
based. Performance targets are closely related to that fiscal year's budget and
business plan and may be based upon any one or more of the following financial
criteria: earnings per share, cash flow, operating profit and/or sales of the
Company and/or its operating units. In addition, between 10 and 20 percent of
the bonus for each participant is based on individual performance targets.
Stock Options
The Company established a stock option plan which was combined with an
equity purchase program at the time of the buyout. The basic philosophy of the
stock option plan 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.
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The Company has granted options that vest over a period of five years
and terminate not longer than 10 years after the date of grant. 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. Mr.
Spoerry's annual base salary was not adjusted in 1997 and it was increased in
1998 by 2%. In 1999, his annual base salary was increased by 12 % as an
adjustment towards market levels in comparable industries.
Based on the Company's performance for fiscal year 1999 and the targets
set for the incentive scheme, Mr. Spoerry realized a bonus award equal to 141%
of his base salary.
In November 1999, Mr. Spoerry was granted 48,000 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. Assuming the POBS Plus Incentive System
for Senior Management is approved by the shareholders (see Proposal 4 below),
the Compensation Committee expects that the deduction limitation does not, and
will not, apply to executive officers' compensation. 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 apply.
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 first day of public trading of Company's
common stock) through December 31, 1999 in the common stock of the Company, the
Standard & Poor's 500 Index and the SIC Code 3826 Index - Laboratory Analytical
Instruments. The returns of the indices are calculated assuming reinvestment of
dividends during the period presented. The Company has not paid any dividends.
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 SIC Code 3826 Index -
Laboratory Analytical Instruments
11-14-1997 1997 1998 1999
---------- ---- ---- ----
Mettler-Toledo............. $100 $123 $200 $273
S&P 500 Index.............. $100 $105 $135 $163
Peer Group*................ $100 $104 $101 $171
- ---------------------------
* The Peer Group is composed of the companies in SIC Code 3826 - Laboratory
Analytical Instruments. The Peer Group was expanded from last year's
Proxy Statement to include all of the companies in SIC Code 3826 rather
than just selected companies. The reason for this change was to broaden
the peer group.
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
$626,096 at December 31, 1999). 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.
11
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For additional information, see "Further Information Concerning
the Board of Directors and Committees - Compensation Committee Interlocks
and Insider Participation."
RATIFICATION OF APPOINTMENT OF AUDITORS
(Proposal 2)
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.
On March 10, 1999, the Company engaged 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.
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.
Upon recommendation of the Audit Committee, the Board of Directors has
appointed PricewaterhouseCoopers, independent public accountants, to audit and
report on the consolidated financial statements of the Company for the fiscal
year ending December 31, 2000 and to perform such other services as may be
required of them. The Board of Directors has directed that management submit the
appointment of independent auditors for ratification by the stockholders at the
Annual Meeting. Representatives of PricewaterhouseCoopers 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.
Proxies will be voted FOR ratification of the appointment of
PricewaterhouseCoopers as independent auditors for the Company for the fiscal
year ending December 31, 2000, unless otherwise specified in the proxy. The
Board of Directors recommends a vote FOR ratification of the appointment of
PricewaterhouseCoopers as independent auditors.
RESERVATION OF SHARES
(Proposal 3)
Introduction
The Company is seeking stockholder approval to amend the 1997 Amended
and Restated Stock Option Plan (the "Plan") to increase the number of shares of
common stock reserved for issuance pursuant to the exercise of stock options
under the Plan by 2.5 million from 6,368,445 to 8,868,445. A copy of the Plan,
as it is proposed to be amended, is attached hereto as Appendix A. The material
features of the Plan, as it is proposed to be amended, are described below. Such
description is subject to, and is qualified in its entirety by, the full text of
the Plan. The Board of Directors approved the amendment to the Plan on February
3, 2000, subject to approval of the Company's stockholders.
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<PAGE>
The purpose of the proposed amendment is to advance the interests of
the Company by providing additional incentives to attract and retain qualified
and competent employees, upon whose efforts and judgment the success of the
Company is largely dependent, through the encouragement of stock ownership in
the Company by such persons. Stockholder approval of the Plan is required under
the rules of the New York Stock Exchange and in order for compensation
attributable to grants under the Plan not to be subject to the deduction
limitation of Section 162(m) of the Internal Revenue Code. Section 162(m) of the
Code generally disallows a federal income tax deduction to any publicly-held
corporation for compensation paid in excess of $1 million in any taxable year to
the chief executive officer or any of the four other most highly compensated
executive officers who are employed by the corporation on the last day of the
taxable year. Section 162(m), however, does not disallow a federal income tax
deduction for qualified "performance-based compensation," the material terms of
which are disclosed to and approved by stockholders. The Company has established
and will administer the Plan with the intention that compensation attributable
to stock options granted thereunder with an exercise price no less than the fair
market value of the underlying shares of the common stock on the date of grant
would not be subject to the deduction limitation.
Description of the Plan
The Company adopted the Plan in 1996. The Plan is intended to provide
certain key employees and/or directors of the Company additional incentive to
join and/or remain in the service of the Company as well as to maintain and
enhance the long-term performance and profitability of the Company.
Pursuant to the Plan, key employees and/or directors of the Company are
eligible to receive awards of stock options in consideration for services
performed for the Company. Options granted under the Plan are nonqualified stock
options. Currently, there are approximately 250 persons who are eligible to
receive options under the Plan. The Company has not made any determination as to
who will receive options in respect of the additional 2,500,000 shares proposed
to be made available under the Plan.
After taking into account the proposed amendment, the total number of
shares of common stock with respect to which options may be awarded under the
Plan (subject to antidilution and similar adjustments) is equal to the excess
(if any) of (i) 8,868,445 shares over (ii) the sum of (A) the number of shares
subject to outstanding options granted under the Plan and (B) the number of
shares previously issued pursuant to the exercise of options granted under the
Plan. As of December 31, 1999, options for the purchase of 5,035,647 shares of
common stock were outstanding, and 338,754 shares had been issued pursuant to
the exercise of previously granted options.
The Plan is administered by a committee consisting of at least two
outside members of the Board of Directors (the "Committee"). Subject to the
provisions of the Plan, the Committee will determine when and to whom options
will be granted, the number of shares covered by each option and the terms and
provisions applicable to each option. The Committee may not award options to any
employee with respect to more than 2,110,323 shares of common stock in any
fiscal year during the term of the Plan. The Committee has the authority to
interpret the Plan and may at any time adopt such rules and regulations for the
Plan as it deems advisable.
An option may be granted on such terms and conditions as the Committee
may approve. Except as the Committee may otherwise provide, an option must be
granted with a per share exercise price not less than 100% of the fair market
value of a share of common stock as of the date of grant. Payment of the option
exercise price may be made by a certified or official bank check or, subject to
Committee consent, by the surrender of shares of common stock. Unless the
Committee otherwise provides in the agreement evidencing the grant of an option,
an option becomes exercisable with respect to 20% of the underlying shares on
the first anniversary of the date of grant, and with respect to an additional
20% on each of the next four anniversaries of the date of grant. The Committee
may accelerate the vesting of options at any time. Each option shall be for such
term as is set forth in an Agreement.
Unless the Agreement or the Committee otherwise provides, the options
will immediately cease to be exercisable with respect to any and all shares
which have not vested as of the date of the optionee's termination of employment
with the Company for any reason. Unless the Agreement or the Committee otherwise
provides, vested (but not yet exercised) options lapse 45 days after termination
of employment with the Company, (180 days after termination by reason of death
or disability). All options immediately expire and cease to be exercisable upon
the termination of the optionee's employment for cause. The Committee may extend
the scheduled expiration date of
13
<PAGE>
an option at any time. Unless otherwise determined by the Committee coincident
with the grant of an option or subsequently, in the event of certain change in
control transactions, each outstanding option shall vest and the Company shall
have the right to cancel any options upon payment of the fair market value of
the common stock underlying such option as of the date of the change in control
less the exercise price.
The Board of Directors of the Company may at any time and from time to
time suspend, amend, modify or terminate the Plan; provided, however, that, no
such change may adversely alter or impair any rights or obligations under any
option previously granted, except with the written consent of the grantee.
Proposed Amendment to the Plan
The Plan is proposed to be amended to increase by 2,500,000 shares the
number of shares of common stock reserved for issuance pursuant thereto. The
principal purpose of this amendment is to enable the Company to continue to
offer incentive compensation in the form of options to key employees and
directors.
Certain Federal Income Tax Consequences
The following discussion is a brief summary of the principal United
States Federal income tax consequences under current Federal income tax laws
relating to options awarded under the 1997 Amended and Restated Stock Option
Plan. This summary is not intended to be exhaustive and, among other things,
does not describe state, local or foreign income and other tax consequences.
An optionee will not recognize any taxable income upon the grant of an
option and the Company will not be entitled to a tax deduction with respect to
such grant. Upon exercise of an option, the excess of the fair market value of
the common stock on the exercise date over the exercise price will be taxable as
compensation income to the optionee. Subject to the Company satisfying
applicable reporting requirements, the Company should be entitled to a tax
deduction in the amount of such compensation income. The optionee's tax basis
for the common stock received pursuant to the exercise of an option will equal
the sum of the compensation income recognized and the exercise price.
In the event of a sale of the common stock received upon the exercise
of an option, any appreciation or depreciation after the exercise date generally
will be taxed as capital gain or loss, provided that any gain will be subject to
reduced rates of tax if the shares were held for more than twelve months after
exercise.
Special rules may apply to optionees who are subject to Section 16 of
the Exchange Act.
Under certain circumstances the accelerated vesting or exercise of
options in connection with a change of control of the Company might be deemed an
"excess parachute payment" for purposes of the golden parachute tax provisions
of Section 280G of the Code. To the extent it is so considered, the optionee may
be subject to a 20% excise tax and the Company may be denied a tax deduction.
Proxies will be voted FOR approval of the reservation of an additional
2.5 million shares of common stock for issuance upon the exercise of stock
options granted under the Plan, unless otherwise specified in the proxy. The
Board of Directors recommends a vote FOR approval of the reservation of an
additional 2.5 million shares of common stock for issuance upon the exercise of
stock options granted under the Plan.
APPROVAL OF THE POBS PLUS INCENTIVE SYSTEM FOR GROUP MANAGEMENT
(Proposal 4)
Introduction
Section 162(m) of the Internal Revenue Code generally disallows a
federal income tax deduction to any publicly-held corporation for compensation
paid in excess of $1 million in any taxable year to the chief executive officer
or any of the four other most highly compensated executive officers who are
employed by the corporation on the last day of the taxable year. Section 162(m),
however, does not disallow a federal income tax deduction for qualified
"performance-based compensation," the material terms of which are disclosed to
and approved by stockholders.
14
<PAGE>
The Company's stockholders are asked to approve the material terms of
the Company's POBS Plus Incentive System for Group Management (the "Incentive
Plan") described below as such terms apply to the senior executives of the
Company.
Description of the Incentive Plan
The purpose of the Incentive Plan is to provide an incentive to key
employees of the Company to dedicate themselves to the financial success of the
Company as measured based on objective financial criteria. The Incentive Plan is
intended to emphasize the responsibility of each participant in the Incentive
Plan for the financial success of the Company and the attainment of the overall
corporate goals and success of the Company. Criteria for participation in the
Incentive Plan are: (i) the performance of key management functions which can
significantly influence and contribute to the overall success of the Company,
and (ii) leadership skills and high professional competence.
With respect to the Company's senior executives, the Incentive Plan is
administered by the Compensation Committee of the Board of Directors of the
Company. Within the first 90 days of the year, the Compensation Committee
establishes the performance targets on which each participant's incentive is
based. Performance targets are closely related to that fiscal year's budget and
business plan and may be based upon any one or more of the following financial
criteria: earnings per share, cash flow, operating profit and/or sales of the
Company and/or its operating units. In addition, between 10 and 20 percent of
the bonus for each participant is based on individual performance targets. At
the conclusion of each year, the Compensation Committee reviews the audited
results of the Company's performance against each particpant's performance
targets and determines the incentive payment earned by each participant.
The Incentive Plan provides for payment of a cash bonus to participants
calculated by reference to the performance targets. For each participant, a cash
bonus will become payable following achievement of 90% of the target level. For
each full percentage point of target achievement above 90% and up to a maximum
of 130%, a cash bonus of from 2.5% to 7.5% of the base salary of the participant
is payable, for a total maximum potential bonus of between 100% and 300% of base
salary. Within the first 90 days of each year, the percentage of base salary
between 2.5% and 7.5% to be used in calculating the bonus is established
individually for each participant by the Compensation Committee.
The maximum bonus that could be paid to any participant under the
Incentive Plan in any given year is $2.5 million. In case of termination of a
participant during the first half of a fiscal year, the bonus is paid pro rata
on the basis of 95% target achievement. In case of termination of employment of
a participant during the second half of a fiscal year, target achievement is
measured at the end of the year and the bonus is paid on a pro rata basis.
Proxies will be voted FOR approval of the material terms of the
Incentive Plan, unless otherwise specified in the proxy. The Board of Directors
recommends a vote FOR approval of the material terms of the Incentive Plan.
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.
STOCKHOLDER PROPOSALS FOR THE 2001
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
2001 Annual Meeting must be received by the Company no later than December 1,
2000.
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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 2001 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 2000
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, 1999, 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 the Treasurer, Mettler-Toledo Inc.,
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, 2000
The Annual Report to Stockholders of the Company for the fiscal year
ended December 31, 1999, 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.
16
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Appendix A
METTLER-TOLEDO INTERNATIONAL INC.
1997 AMENDED AND RESTATED
STOCK OPTION PLAN
ARTICLE 1
GENERAL
1.1 Purpose. The purpose of this Mettler-Toledo International Inc.
Stock Option Plan (the "Plan") is to provide for certain key employees and/or
directors of Mettler-Toledo International Inc., a Delaware corporation ("MTI"),
its successors and assigns and its subsidiaries and affiliates (MTI and such
other entities, collectively, the "Company"), an incentive (i) to join and/or
remain in the service of the Company, (ii) to maintain and enhance the long-term
performance and profitability of the Company and (iii) to acquire a proprietary
interest in the success of the Company. The grant and exercise of Options under
the Plan is intended to meet the requirements of Rule 16b-3 of the 1934 Act (as
hereinafter defined) at all times during which the Company and its Insiders (as
hereinafter defined) are subject to the requirements of Section 16 of the 1934
Act. The Options are intended to be "performance-based" compensation under
Section 162(m)(4)(C) of the Code at all times during which the deductibility of
compensation attributable to Options could be subject to the deduction
limitation of Section 162(m) of the Code.
1.2 Definition of Certain Terms.
(a) "Agreement" means an agreement issued pursuant to
Section 2.1.
(b) "Board" means the Board of Directors of MTI.
(c) "Code" means the Internal Revenue Code of 1986, as amended.
(d) "Committee" means the Committee appointed to administer the
Plan in accordance with Section 1.3.
(e) "Company" means MTI, a Delaware corporation, its successors
and assigns and its subsidiaries and affiliates.
(f) "Common Stock" means the shares of Common Stock, par value
$.01 per share, of MTI and, subject to Section 2.5, any other shares into which
such common stock shall thereafter be exchanged by reason of a recapitalization,
merger, consolidation, split-up, combination, exchange of shares or the like.
All shares of Class A common stock of MTI underlying previous grants of Options
will be deemed to be an equivalent number of shares of Common Stock pursuant to
this Plan.
(g) "Date of Grant" means the date as of which an Option is
granted by the Committee under an Agreement.
(h) "Fair Market Value" per share as of a particular date means
(i) the closing sales price per share of Common Stock on the national securities
exchange on which the Common Stock is principally traded for the last date
(including the Date of Grant) on which there was a sale of such Common Stock on
such exchange, or (ii) if the shares of Common Stock are not then traded on a
national securities exchange, the average of the closing bid and asked prices
for the shares of Common Stock in the over-the-counter market on which the
Common Stock is principally traded for the last date (including the Date of
Grant) on which there was a sale of such Common Stock in such market, or (iii)
if the shares of Common Stock are not then listed on a national securities
exchange or traded in an over-the-counter market, such value as the Committee,
in its sole discretion, shall determine.
(i) "Insider" means an insider as so defined for purposes of
Section 16 of the 1934 Act.
(j) "Option" means a "nonqualified" stock option, as described in
Section 1.5, granted under the Plan.
(k) "Optionee" means an employee or director of the Company
who has been awarded any Option under this Plan.
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(l) The terms "parent corporation" and "subsidiary corporation"
as used herein shall have the meaning given those terms in Code Section 424(e)
and (f), respectively. A corporation shall be deemed a parent or a subsidiary
only for such periods during which the requisite ownership relationship is
maintained.
(m) "Plan" means this Mettler-Toledo International Inc. 1997
Amended and Restated Stock Option Plan and any predecessor plan.
(n) "Termination With Cause," with respect to any Optionee, means
termination by the Company of such Optionee's employment or directorship for:
(i) misappropriation of corporate funds, (ii) conviction of a felony or a crime
involving moral turpitude, (iii) failure to comply with directions of the Chief
Executive Officer of the Company or other superiors of the Optionee or the Board
of Directors of the Company, or (iv) gross negligence or willful misconduct.
(o) "1934 Act" means the Securities Exchange Act of 1934, as
amended.
1.3 Administration.
(a) Subject to Section 1.3(e), the Plan shall be administered by
a committee of the Board which shall consist of at least two members of the
Board and which shall have the power of the Board to authorize awards under the
Plan. At all times during which MTI and its Insiders are subject to the
requirements of Section 16 of the 1934 Act, all members of the Committee shall
be "Non-Employee Directors" as described in Rule 16b-3 of the 1934 Act. All
members of the Committee or a subcommittee thereof shall be "outside directors"
for purposes of Section 162(m) of the Code with respect to Optionees whose
compensation may be subject to the deductibility limitation of Section 162(m) of
the Code. The members of the Committee shall be appointed by, and may be changed
from time to time in the discretion of, the Board.
(b) The Committee shall have the authority (i) to exercise all of
the powers granted to it under the Plan, (ii) to construe, interpret and
implement the Plan and any Agreement executed pursuant to Section 2.1, (iii) to
prescribe, amend and rescind rules and regulations relating to the Plan, (iv) to
make all determinations necessary or advisable in administering the Plan, (v) to
correct any defect, supply any omission and reconcile any inconsistency in the
Plan and (vi) to grant Options on such terms, not inconsistent with the Plan, as
it shall determine.
(c) The determination of the Committee on all matters relating to
the Plan or any Agreement shall be conclusive.
(d) No member of the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any award
thereunder.
(e) Notwithstanding anything to the contrary contained herein,
the Board may, in its sole discretion, at any time and from time to time,
resolve to administer the Plan. In such event, the term "Committee" as used
herein shall be deemed to mean the Board.
1.4 Persons Eligible for Awards. Awards under the Plan may be made from
time to time to such key employees and directors of the Company as the Committee
shall in its sole discretion select, provided, however, that subject to Section
3.4, the Committee may not award Options to any such employee with respect to
more than 2,110,323 shares of Common Stock in any fiscal year during the term of
the Plan. The Committee may condition the grant of Options on the prospective
Optionee owning shares of Common Stock.
1.5 Types of Awards Under the Plan. Awards may be made under the Plan
in the form of stock options which shall be "nonqualified" stock options, all as
more fully set forth in Article 2.
1.6 Shares Available for Awards.
(a) Subject to Section 3.4 (relating to adjustments upon changes
in capitalization), as of any date the total number of shares of Common Stock
with respect to which Options may be granted under the Plan shall be equal to
the excess (if any) of (i) 8,868,445 shares over (ii) the sum of (A) the number
of shares subject to outstanding Options granted under the Plan and (B) the
number of shares previously issued pursuant to the exercise of Options granted
under the Plan. In accordance with (and without limitation upon) the preceding
sentence, but subject to the requirements of Rule 16b-3 of the 1934 Act, if
applicable, shares of Common Stock covered by
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<PAGE>
Options granted under the Plan which expire or terminate for any reason shall
again become available for award under the Plan.
(b) Shares that are issued upon the exercise of Options awarded
under the Plan shall be authorized and unissued or treasury shares of Common
Stock.
(c) Without limiting the generality of the preceding provisions
of this Section 1.6, the Committee may, but solely with the Optionee's consent,
agree to cancel any award of Options under the Plan and issue new Options in
substitution therefor, provided that the Options as so substituted shall satisfy
all of the requirements of the Plan as of the date such new Options are awarded.
1.7 Option Price. Except as the Committee may otherwise provide, the
exercise price of each share of Common Stock subject to an Option shall not be
less than 100% of the Fair Market Value of a share of Common Stock as of the
Date of Grant.
ARTICLE 2
STOCK OPTIONS
2.1 Agreements Evidencing Stock Options.
(a) Options awarded under the Plan shall be evidenced by
Agreements which shall not be inconsistent with the terms and provisions of the
Plan, and which shall contain such provisions as the Committee may in its sole
discretion deem necessary or desirable. Without limiting the generality of the
foregoing, the Committee may in any Agreement impose such restrictions or
conditions upon the exercise of such Option or upon the sale or other
disposition of the shares of Common Stock issuable upon exercise of such Option
as the Committee may in its sole discretion determine. By accepting an award
pursuant to the Plan each Optionee shall thereby agree that each such award
shall be subject to all of the terms and provisions of the Plan, including, but
not limited to, the provisions of Section 1.3(d).
(b) Each Agreement shall set forth the number of shares of Common
Stock subject to the Option granted thereby.
(c) Each Agreement relating to Options shall set forth the amount
payable by the Optionee to MTI upon exercise of the Option evidenced thereby,
subject to adjustment by the Committee to reflect changes in capitalization as
contemplated by Section 3.4.
2.2 Term of Options.
(a) Each Agreement shall set forth the period during which the
Option evidenced thereby shall be exercisable, whether in whole or in part, and
any vesting provisions applicable to the Option, such terms to be determined by
the Committee in its discretion.
(b) Each Agreement shall set forth such other terms and
conditions, not inconsistent with the terms of the Plan, as the Committee shall
deem appropriate.
2.3 Exercise of Options. Subject to the provisions of this Article 2,
each Option granted under the Plan shall be exercisable as follows:
(a) An Option shall become exercisable at such times and subject
to such conditions as the applicable Agreement or the Committee may provide.
(b) Unless the applicable Agreement otherwise provides, an Option
granted under the Plan may be exercised from time to time as to all or part of
the shares as to which such Option shall then be exercisable.
(c) An Option shall be exercised by the filing of a written
notice of exercise with MTI, on such form and in such manner as the Committee
shall in its sole discretion prescribe.
(d) Any written notice of exercise of an Option shall be
accompanied by payment of the exercise price for the shares being purchased.
Except as the Committee may otherwise provide, such payment shall be made by
certified or official bank check payable to MTI (or the equivalent thereof,
including shares of Common Stock, as
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may be acceptable to the Committee). As soon as practicable after receipt of
such payment, MTI shall deliver to the Optionee a certificate or certificates
for the shares of Common Stock so purchased.
2.4 Termination of Options.
(a) Notwithstanding anything to the contrary in this Plan, except
as the Agreement or the Committee may otherwise provide and as set forth in
Section 2.4(b) and Section 2.4(d), Options granted to an Optionee (and already
vested but not yet exercised) shall terminate on the date which is 45 days after
termination of his employment with the Company for any reason (other than death
or disability, in which case the Options shall terminate on the date which is
180 days after the date of such termination), which termination shall be deemed
to occur on the last day of Optionee's employment with the Company.
(b) Notwithstanding anything to the contrary in this Plan, all
Options granted to an Optionee shall immediately expire and cease to be
exercisable and all rights granted to an Optionee under this Plan and such
Optionee's Agreement shall immediately expire in the event of a Termination With
Cause of the Optionee by the Company at any time.
(c) Unless the applicable Agreement or the Committee expressly
provides otherwise, Options awarded to Optionees under the terms of the Plan
will be exercisable only in accordance with the following vesting schedule:
Cumulative Percentage
Applicable Date of Total Shares
--------------- ---------------
On the first anniversary of the Date of Grant............ 20%
On the second anniversary of the Date of Grant........... 40%
On the third anniversary of the Date of Grant............ 60%
On the fourth anniversary of the Date of Grant........... 80%
On the fifth anniversary of the Date of Grant............ 100%
The Committee may modify this vesting schedule in any manner that it deems
appropriate in any Agreement or otherwise, and may provide different vesting
schedules in different Agreements in its sole discretion. Except as set forth in
an Agreement or as the Committee in its sole discretion may determine, in the
event that an Optionee's employment with the Company is terminated for any
reason prior to the date on which the Optionee's right to exercise the Options
has fully vested pursuant to this Section 2.4(c), the Options will immediately
cease to be exercisable with respect to any and all shares which have not vested
as of the date of such termination.
2.5 In the event of a Non-Control Transaction (as hereinafter
defined), (A) all outstanding Options shall remain outstanding and subject to
the terms and conditions of the Plan, including the vesting schedule contained
in Section 2.4(c), and (B) each Optionee shall be entitled to receive in respect
of each share of Common Stock subject to the Option, upon exercise of such
Option after the vesting thereof, the same amount and kind of stock, securities,
cash, property or other consideration that each holder of a share of Common
Stock was entitled to receive in the Non-Control Transaction in respect of a
share. Unless otherwise determined by the Committee coincident with the grant of
an Option or subsequently, in the event of a Transaction (as hereinafter
defined), each outstanding Option shall vest, and, as of the date of the
occurrence of the Transaction (the "Transaction Date"), the Company shall have
the right to cancel any or all Options which have not been exercised as of the
Transaction Date, subject to the payment of the purchase price described below.
The purchase price payable by the Company to the Optionee upon the cancellation
of each vested and non-vested but unexercised Option will be the Fair Market
Value of the Common Stock underlying each such Option determined as of the
Transaction Date less the aggregate exercise price of each such Option.
A "Transaction" shall mean the occurrence during the term of the Plan
of:
(a) An acquisition (other than directly from MTI) of any voting
securities of MTI (the "Voting Securities") by any "Person" (as the term person
is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")), immediately after which such Person has
"Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of twenty percent (20%) or more of the then outstanding shares of
Common Stock or the combined voting power of MTI's then outstanding Voting
Securities; provided, however, in determining whether a Transaction has
occurred, shares of Common Stock
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or Voting Securities which are acquired in a "Non-Control Acquisition" (as
hereinafter defined) shall not constitute an acquisition which would cause a
Transaction. A "Non-Control Acquisition" shall mean an acquisition by (i) an
employee benefit plan (or a trust forming a part thereof) maintained by (A) MTI
or (B) any corporation or other Person of which a majority of its voting power
or its voting equity securities or equity interest is owned, directly or
indirectly, by MTI (for purposes of this definition, a "Subsidiary"), (ii) MTI
or its Subsidiaries, (iii) any Person in connection with a "Non-Control
Transaction" (as hereinafter defined), or (iv) AEA Investors Inc. alone or in
concert with any other Person;
(b) The individuals who, as of the effective date of the Plan,
are members of the Board of Directors of MTI (the "Incumbent Board"), ceasing
for any reason to constitute at least two-thirds of the members of the Board of
Directors; provided, however, that if the election, or nomination for election
by MTI's common stockholders, of any new director was approved by a vote of at
least two-thirds of the Incumbent Board, such new director shall, for purposes
of this Plan, be considered as a member of the Incumbent Board; provided
further, however, that no individual shall be considered a member of the
Incumbent Board if such individual initially assumed office as a result of
either an actual or threatened "Election Contest" (as described in Rule 14a-11
promulgated under the Exchange Act) or other actual or threatened solicitation
of proxies or consents by or on behalf of a Person other than the Board of
Directors (a "Proxy Contest") including by reason of any agreement intended to
avoid or settle any Election Contest or Proxy Contest; or
(c) The consummation of:
(i) A merger, consolidation or reorganization with or into
MTI or in which securities of MTI are issued, unless such merger,
consolidation or reorganization is a "Non-Control Transaction."
A "Non-Control Transaction" shall mean a merger, consolidation or
reorganization with or into MTI or in which securities of MTI are issued where:
(A) the stockholders of MTI, immediately before
such merger, consolidation or reorganization, own directly
or indirectly immediately following such merger,
consolidation or reorganization, at least fifty and
one-tenth percent (50.1%) of the combined voting power of
the outstanding voting securities of the corporation
resulting form such merger or consolidation or
reorganization (the "Surviving Corporation") in
substantially the same proportion as their ownership of
the Voting Securities immediately before such merger,
consolidation or reorganization,
(B) the individuals who were members of the
Incumbent Board immediately prior to the execution of the
agreement providing for such merger, consolidation or
reorganization constitute at least two-thirds of the
members of the board of directors of the Surviving
Corporation, or a corporation beneficially directly or
indirectly owning a majority of the Voting Securities of
the Surviving Corporation, and
(C) no Person other than (i) MTI, (ii) any
Subsidiary, (iii) any employee benefit plan (or any trust
forming a part thereof) that, immediately prior to such
merger, consolidation or reorganization, was maintained by
MTI or any Subsidiary, or (iv) AEA Investors Inc. alone or
in concert with any other person, has Beneficial Ownership
of twenty percent (20%) or more of the combined voting
power of the Surviving Corporation's then outstanding
voting securities or its common stock.
(ii) A complete liquidation or dissolution of MTI; or
(iii) The sale or other disposition of all or substantially
all of the assets of MTI to any Person (other than a transfer to
a Subsidiary).
Notwithstanding the foregoing, a Transaction shall not be deemed to occur solely
because any Person (the "Subject Person") acquired Beneficial Ownership of more
than the permitted amount of the then outstanding shares of Common Stock or
Voting Securities as a result of the acquisition of shares of Common Stock or
Voting Securities by MTI which, by reducing the number of shares of Common Stock
or Voting Securities then outstanding, increases the proportional number of
shares Beneficially Owned by the Subject Persons, provided that if a Transaction
would occur (but for the operation of this sentence) as a result of the
acquisition of shares of Common Stock or Voting
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Securities by MTI, and after such share acquisition by MTI, the Subject Person
becomes the Beneficial Owner of any additional shares of Common Stock or Voting
Securities which increases the percentage of the then outstanding shares of
Common Stock or Voting Securities Beneficially Owned by the Subject Person, then
a Transaction shall occur. 2.6 Rule 16b-3. Notwithstanding anything in the Plan
to the contrary, the Plan shall be administered, and Options shall be granted
and exercised, in accordance with the 1934 Act and, specifically, Rule 16b-3
thereof.
ARTICLE 3
MISCELLANEOUS
3.1 Amendment of the Plan;
Modification of Awards.
(a) The Board may, without stockholder approval, from time to
time suspend or discontinue the Plan or revise or amend it in any respect
whatsoever, provided that no such amendment shall adversely alter or impair any
rights or obligations under any award theretofore made under the Plan without
the consent of the person to whom such award was made, provided, further, that
an amendment (i) that increases the total number of shares of Common Stock with
respect to which Options may be granted under the Plan pursuant to Section
1.6(a) hereof (under than an increase pursuant to Section 3.4 hereof) or (ii)
which requires stockholder approval in order for the Plan to continue to comply
with any law, regulation or stock exchange requirement, shall not be effective
unless approved by the requisite vote of stockholders.
(b) With the consent of the Optionee and subject to the terms and
conditions of the Plan (including Section 3.1(a)), the Committee may amend
outstanding Agreements with such Optionee, for example, to (i) accelerate the
time or times at which an Option may be exercised or (ii) extend the scheduled
expiration date of the Option.
(c) The Plan amends and restates the existing MT Investors Inc.
Stock Option Plan.
(d) The validity and enforceability of any Options granted under
the Plan prior to any amendment thereof shall not be affected by any such
amendment.
3.2 Nonassignability. Except as the Committee may otherwise provide,
no right granted to any Optionee under the Plan or under any Agreement shall be
assignable or transferable other than by will or by the laws of descent and
distribution. Except as the Committee may otherwise provide, during the life of
the Optionee, all rights granted to the Optionee under the Plan or under any
Agreement shall be exercisable only by him.
3.3 Withholding of Taxes.
(a) The Company shall be entitled to withhold from any payments
to an Optionee an amount sufficient to satisfy any federal, state and other
governmental tax required to be withheld in connection with an Option. Whenever
under the Plan an Option is granted or shares of Common Stock are to be
delivered upon exercise of an Option, the Company shall be entitled to require
as a condition of grant or delivery that the Optionee remit an amount sufficient
to satisfy all federal, state and other governmental tax withholding
requirements related thereto.
3.4 Adjustments Upon Changes in Capitalization. If and to the extent
specified by the Committee, the number of shares of Common Stock or other stock
or securities which may be issued pursuant to the exercise of Options granted
under the Plan and the exercise price of Options may be appropriately adjusted
for any increase or decrease in the number of issued shares of Common Stock
resulting from the subdivision or combination of shares of Common Stock or other
capital adjustments, or the payment of a stock dividend after the effective date
of this Plan, or other increase or decrease in the number of such shares of
Common Stock effected without receipt of consideration by MTI; provided,
however, that any Options to purchase fractional shares of Common Stock
resulting from any such adjustment shall be eliminated. Adjustments under this
Section 3.4 shall be made by the Committee, whose determination as to what
adjustments shall be made, and the extent thereof, shall be final, binding and
conclusive.
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<PAGE>
3.5 Right of Discharge Reserved. Nothing in this Plan or in any
Agreement shall confer upon any employee or other person the right to continue
in the employment or service of the Company or affect any right which the
Company may have to terminate the employment or service of such employee or
other person.
3.6 No Rights as a Stockholder. No Optionee or other person holding
an Option shall have any of the rights of a stockholder of MTI with respect to
shares subject to an Option until the issuance of a stock certificate to him for
such shares. Except as otherwise provided in Section 3.4, no adjustment shall be
made for dividends, distributions or other rights (whether ordinary or
extraordinary, and whether in cash, securities or other property) for which the
record date is prior to the date such stock certificate is issued.
3.7 Nature of Payments.
(a) Any and all payments of shares of Common Stock or cash
hereunder shall be granted, transferred or paid in consideration of services
performed by the Optionee for the Company.
(b) All such grants, issuances and payments shall constitute a
special incentive payment to the Optionee and shall not, unless otherwise
determined by the Committee or by local law, be taken into account in computing
the amount of salary or compensation of the Optionee for the purposes of
determining any pension, retirement, death or other benefits under (i) any
pension, retirement, life insurance or other benefit plan of the Company or (ii)
any agreement between the Company and the Optionee.
3.8 Non-Uniform Determinations.
The Committee's determinations under the Plan need not be uniform
and may be made by it selectively among persons who receive, or are eligible to
receive, awards under the Plan (whether or not such persons are similarly
situated). Without limiting the generality of the foregoing, the Committee shall
be entitled, among other things, to make non-uniform and selective
determinations, and to enter into non-uniform and selective Agreements, as to
(i) the persons to receive awards under the Plan, and (ii) the terms and
provisions of awards under the Plan.
3.9 Other Payments or Awards. Nothing contained in the Plan shall be
deemed in any way to limit or restrict the Company or the Committee from making
any award or payment to any person under any other plan, arrangement or
understanding, whether now existing or hereafter in effect.
3.10 Restrictions.
(a) If the Committee shall at any time determine that any Consent
(as hereinafter defined) is necessary or desirable as a condition of, or in
connection with, the granting of any award under the Plan, the issuance or
purchase of shares or other rights thereunder or the taking of any other action
thereunder (each such action being hereinafter referred to as a "Plan Action"),
then such Plan Action shall not be taken, in whole or in part, unless and until
such Consent shall have been effected or obtained to the full satisfaction of
the Committee. Without limiting the generality of the foregoing, if (i) the
Committee is entitled under the Plan to make any payment in cash, Common Stock
or both, and (ii) the Committee determines that a Consent is necessary or
desirable as a condition of, or in connection with, payment in any one or more
of such forms, the Committee shall be entitled to determine not to make any
payment whatsoever until such Consent shall have been obtained in the manner
aforesaid.
(b) The term "Consent" as used herein with respect to any Plan
Action means (i) any and all listings, registrations or qualifications in
respect thereof upon any securities exchange or under any federal, state or
local law, rule or regulation, (ii) any and all written agreements and
representations by the grantee with respect to the disposition of shares, or
with respect to any other matter, which the Committee shall deem necessary or
desirable to comply with the terms of any such listing, registration or
qualification or to obtain an exemption from the requirement that any such
listing, qualification or registration be made and (iii) any and all consents,
clearances and approvals in respect of a Plan Action by any governmental or
other regulatory bodies.
3.11 Section Headings. The section headings contained herein are for
the purposes of convenience only and are not intended to define or limit the
contents of said sections.
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<PAGE>
3.12 Interpretation. Unless expressly stated in the relevant
Agreement, each Option is intended to be performance-based compensation within
the meaning of Section 162(m)(4)(C) and the Committee shall interpret the Plan
accordingly.
3.13 Effective Date and Term of Plan.
(a) This Plan shall be adopted and become effective on November
19, 1997, subject to approval of the Plan by a majority of the voting
stockholders of MTI.
(b) The Plan shall terminate 10 years after its adoption by the
Board, and no awards shall thereafter be made under the Plan. Notwithstanding
the foregoing, all awards made under the Plan prior to the date on which the
Plan terminates shall remain in effect until such awards have been satisfied or
terminated in accordance with the terms and provisions of the Plan.
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<PAGE>
PROXY
METTLER-TOLEDO INTERNATIONAL INC.
Proxy for Annual Meeting of Stockholders
May 16, 2000
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 2000 Annual Meeting of Stockholders of Mettler-Toledo International Inc. to
be held in New York, New York on Tuesday, May 16, 2000 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 THROUGH 4 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 THROUGH 4
ITEM NO. 1
ELECTION OF DIRECTORS
FOR all nominees WITHHOLD AUTHORITY Robert F. Spoerry, John D. Macomber,
listed to the right to vote for all Philip Caldwell, George M. Milne,
(except as marked nominees listed John T. Dickson, Laurence Z. Y. Moh,
to the contrary) to the right Reginald H. Jones, Thomas P. Salice
/ / / /
*Instruction: To withhold authority
from any individual nominee(s), write the
nominee(s) name on the line provided below.
------------------------------------------
ITEM NO. 2
APPROVAL OF AUDITORS
FOR AGAINST ABSTAIN
/ / / / / /
ITEM NO. 3
APPROVAL OF RESERVATION OF SHARES
FOR AGAINST ABSTAIN
/ / / / / /
ITEM NO. 4
APPROVAL OF INCENTIVE SYSTEM FOR GROUP MANAGEMENT
FOR AGAINST ABSTAIN
/ / / / / /
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
------------------------------------
NOTE. Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as an attorney, executor, administrator, 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 -
