==========================================================================
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.)
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-
(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ' 240.14a-11(c) or ' 240.14a-12
BEI TECHNOLOGIES, 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)(4) 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>
BEI TECHNOLOGIES, INC.
One Post Street, Suite 2500
San Francisco, CA 94104
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 18, 1999
TO THE STOCKHOLDERS OF BEI TECHNOLOGIES, INC.:
Notice Is Hereby Given that the Annual Meeting of Stockholders of BEI
Technologies, Inc., a Delaware corporation (the "Company"), will be held on
Thursday, March 18, 1999 at 1:30 p.m. local time, at the Company's Duncan
Electronics Division, 15771 Red Hill Avenue, Tustin, California, for the
following purposes:
1. To elect three directors to hold office until the 2002 Annual
Meeting of Stockholders.
2. To ratify the selection of Ernst & Young LLP as independent public
accountants of the Company for its fiscal year ending October 2,
1999.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
The Board of Directors has fixed the close of business on February 4, 1999
as the record date for the determination of stockholders entitled to notice of
and to vote at this Annual Meeting and at any adjournment or postponement
thereof.
By Order of the Board of Directors
/s/ Robert R. Corr
----------------------
Robert R. Corr
Corporate Secretary
San Francisco, California
February 8, 1999
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN
AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR
REPRESENTATION AT THE MEETING. A RETURN ENVELOPE (WHICH IS POSTAGE PREPAID IF
MAILED IN THE UNITED STATES) IS ENCLOSED FOR THAT PURPOSE. EVEN IF YOU HAVE
GIVEN YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING.
PLEASE NOTE, HOWEVER, THAT ATTENDANCE AT THE MEETING WILL NOT BY ITSELF
REVOKE A PROXY. FURTHERMORE, IF YOUR SHARES ARE HELD OF RECORD BY A BROKER,
BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN
FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME.
<PAGE>
BEI TECHNOLOGIES, INC.
One Post Street, Suite 2500
San Francisco, CA 94104
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
March 18, 1999
INFORMATION CONCERNING SOLICITATION AND VOTING
General
The enclosed proxy is solicited on behalf of the Board of Directors of BEI
Technologies, Inc., a Delaware corporation (the "Company"), for use at the
Annual Meeting of Stockholders to be held on March 18, 1999, at 1:30 p.m. local
time (the "Annual Meeting"), or at any adjournment or postponement thereof, for
the purposes set forth herein and in the accompanying Notice of Annual Meeting.
The Annual Meeting will be held at the Company's Duncan Electronics Division,
15771 Red Hill Avenue, Tustin, California. The Company intends to mail this
proxy statement and accompanying proxy card on or about February 16, 1999 to
all stockholders entitled to vote at the Annual Meeting.
The Company was organized under the laws of the state of Delaware on June
30, 1997 as a wholly-owned subsidiary of BEI Electronics, Inc., subsequently
renamed BEI Medical Systems Company, Inc. ("Electronics"). The Company began
independent operations on September 28, 1997 as a result of the distribution by
Electronics of all of the outstanding stock of the Company to the stockholders
of Electronics (the "Distribution"). For further information about the
Distribution, see the Company's Form 10-12g "General Form for Registration of
Securities", as amended (File No. 0-22799) (the "Form 10"), the Company's Form
10-K Annual Report for the fiscal year ended September 27, 1997 (the "10-K")
and Note 1 of "Notes to Consolidated Financial Statements" included in the
10-K.
Solicitation
The Company will bear the entire cost of solicitation of proxies,
including preparation, assembly, printing and mailing of this proxy statement,
the proxy and any additional information furnished to stockholders. Copies of
solicitation materials will be furnished to banks, brokerage houses, fiduciaries
and custodians holding in their names shares of Common Stock beneficially owned
by others to forward to such beneficial owners. The Company may reimburse
persons representing beneficial owners of Common Stock for their costs of
forwarding solicitation materials to such beneficial owners. Original
solicitation of proxies by mail may be supplemented by telephone, telegram or
personal solicitation by directors, officers or other regular employees of the
Company. No additional compensation will be paid to directors, officers or
other regular employees for such services.
Voting Rights and Outstanding Shares
Only holders of record of Common Stock at the close of business on
February 4, 1999 will be entitled to notice of and to vote at the Annual
Meeting. At the close of business on February 4, 1999, the Company had
outstanding and entitled to vote 7,395,629 shares of Common Stock. Each holder
of record of Common Stock on such date will be entitled to one vote for each
share held on all matters to be voted upon at the Annual Meeting.
All votes will be tabulated by the inspector of election appointed for the
meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions will be counted towards the
tabulation of votes cast on proposals presented to the stockholders and will
have the same effect as negative votes. Broker non-votes are counted towards
a quorum, but are not counted for any purpose in determining whether a matter
has been approved.
1
<PAGE>
Revocability of Proxies
Any person giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted. It may be revoked by filing with the
Secretary of the Company at the Company's principal executive office, One Post
Street, Suite 2500, San Francisco, California 94104, a written notice of
revocation or a duly executed proxy bearing a later date, or it may be revoked
by attending the meeting and voting in person. Please note, however, that
attendance at the meeting will not by itself revoke a proxy. Furthermore, if
the shares are held of record by a broker, bank or other nominee and the
stockholder wishes to vote at the meeting, the stockholder must obtain from
the record holder a proxy issued in the stockholder's name.
Stockholder Proposals
The deadline for submitting a stockholder proposal for inclusion in the
Company's proxy statement and form of proxy for the Company's 2000 Annual
Meeting of stockholders pursuant to Rule 14a-8 of the Securities and Exchange
Commission is October 19, 1999. Unless a stockholder who wishes to bring a
matter before the stockholders at the Company's 2000 Annual Meeting of
stockholders notifies the Company of such matter prior to January 17, 2000,
management will have discretionary authority to vote all shares for which it has
proxies in opposition to such matter. Stockholders are also advised to review
the Company's By-Laws, which contain additional requirements with respect to
advance notice of stockholder proposals and director nominations.
Proposal 1
Election Of Directors
The Company's Certificate of Incorporation and By-Laws provide that the
Board of Directors shall be divided into three classes, each class consisting,
as nearly as possible, of one-third of the total number of directors, with each
class having a three-year term. Vacancies on the Board may be filled by the
affirmative vote of the holders of a majority of the voting power of the then
outstanding shares of Common Stock or by the affirmative vote of a majority of
the remaining directors. A director elected by the Board to fill a vacancy
(including a vacancy created by an increase in the authorized number of
directors on the Board) shall serve for the remainder of the full term of the
class of directors in which the vacancy occurred and until such director's
successor is elected and has qualified or until his earlier death, resignation
or removal.
The Board of Directors is presently composed of eight members. There are
three directors in the class whose term of office expires in 1999. The three
nominees for election to this class, C. Joseph Giroir, Jr., Asad M. Madni and
Gary D. Wrench, are directors of the Company who were previously appointed by
the sole incorporator. If elected at the Annual Meeting, each of the nominees
would serve until the 2002 annual meeting and until his successor is elected
and has qualified, or until such director's earlier death, resignation or
removal.
Directors are elected by a plurality of the votes present in person or
represented by proxy and entitled to vote at the meeting. Shares represented
by executed proxies will be voted, if authority to do so is not withheld, for
the election of the three nominees named below. In the event that any nominee
should be unavailable for election as a result of an unexpected occurrence, such
shares will be voted for the election of such substitute nominee as the Board of
Directors may propose. Each person nominated for election has agreed to serve
if elected, and the Board of Directors has no reason to believe that any nominee
will be unable to serve.
Set forth below is biographical information for each person nominated and
each person whose term of office as a director will continue after the Annual
Meeting.
Nominees for Election for a Three-Year Term Expiring at the 2002 Annual Meeting
C. Joseph Giroir, Jr.
Mr. Giroir, age 59, began serving as a Director in June 1997 prior to the
Distribution and resulting spin-off of the Company from Electronics in September
1997. He was a Director of Electronics from 1978 until his resignation as a
result of the Distribution. He served as the Secretary of Electronics from 1974
to early 1995. He is currently of counsel to the law firm of Giroir, Gregory,
Holmes & Hoover, plc. Mr. Giroir is also President of Arkansas International
Development Corporation II, LLC and Chairman of the Board of Directors for
Clinical Study Centers, LLC. Mr. Giroir holds a B.A. and an L.L.B. from the
University of Arkansas and a L.L.M. from Georgetown University.
2
<PAGE>
Asad M. Madni
Dr. Madni, age 51, began serving as a Director and as a Vice President of
the Company in June 1997 prior to the Distribution and resulting spin-off of the
Company from Electronics in September 1997. Dr. Madni was appointed President
of BEI Sensors & Systems Company, Inc. in October 1993. That company was formed
by the consolidation of BEI Motion Systems Company and the BEI Sensors &
Controls Group, of which Dr. Madni had been President since October 1992. Prior
to joining Electronics in 1992, he served for 17 years in various executive and
technical management positions with Systron Donner Corporation, a manufacturer
of avionics and aerospace sensors and subsystems. He was most recently
Chairman, President and CEO of Systron Donner Corporation, a subsidiary of
Thorn/EMI. Dr. Madni's degrees include a Bachelor of Science and Master of
Science in Engineering from the University of California, Los Angeles and a
Ph.D. in Engineering from California Coast University. He is also a graduate
of the Program for Senior Executives from Massachusetts Institute of Technology,
Sloan School of Management. He is a fellow of the Institute of Electrical and
Electronics Engineers.
Gary D. Wrench
Mr. Wrench, age 65, began serving as a Director in June 1997 prior to the
Distribution and resulting spin-off of the Company from Electronics in September
1997. He was Senior Vice President and Chief Financial Officer of Electronics
from July 1993 until his resignation as a result of the Distribution. He has
held these same positions with Technologies since June 1997. He served as a
Director of Electronics since February 1986, and continues to serve as a
Director of both Electronics and Technologies. From April 1985 to July 1993,
Mr. Wrench served as Vice President of Electronics and President and Chief
Executive Officer of Motion Systems Company, Inc., then a wholly owned
subsidiary of Electronics and now a part of the Company. Previous experience
includes twenty years with Hughes Aircraft Company. Mr. Wrench holds a B.A.
from Pomona College and a M.B.A. from the University of California, Los Angeles.
The three candidates receiving the highest number of affirmative votes cast at
the meeting will be elected directors of the Company
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
IN FAVOR OF EACH NAMED NOMINEE
Directors Continuing in Office Until the 2000 Annual Meeting
Richard M. Brooks
Mr. Brooks, age 70, is currently an independent financial consultant. He
began serving as a Director in June 1997 prior to the Distribution and resulting
spin-off of the Company from Electronics in September 1997. From 1987 until his
resignation as a result of the Distribution, he served as a Director of
Electronics. From 1987 to 1990, he served as President of SFA Management
Corporation, the managing general partner of St. Francis Associates, an
investment partnership. He currently serves as a director of Longs Drug Store
Corporation, Granite Construction, Incorporated and the Western Farm Credit
Bank, a private company. Mr. Brooks holds a B.S. from Yale University and a
M.B.A. from the University of California, Berkeley.
William G. Howard, Jr.
Dr. Howard, age 57, began serving as a Director in June 1997 prior to the
Distribution and resulting spin-off of the Company from Electronics in September
1997. He was a Director of Electronics from December 1992 until his resignation
as a result of the Distribution. He is currently an independent consulting
engineer in microelectronics and technology-based business planning. From 1987
to 1990, Dr. Howard served as Senior Fellow of the National Academy of
Engineering and, prior to that time, held various technical and management
positions with Motorola, Inc., most recently as Senior Vice President and
Director of Research and Development. He currently serves as Chairman of
Credence Systems, Inc. and a director of RAMTRON International Corp., VLSI
Technologies, Inc., Thunderbird Technologies, Inc. and Xilinx, Inc. Dr. Howard
holds a B.E.E. and an M.S. from Cornell University and a Ph.D. in electrical
engineering and computer sciences from the University of California, Berkeley.
3
<PAGE>
Robert Mehrabian
Dr. Mehrabian, age 57, began serving as a Director in June 1997 prior to
the Distribution and resulting spin-off of the Company from Electronics in
September 1997. He was a Director of Electronics from June 1997 until his
resignation as a result of the Distribution. He is Executive Vice President
and Executive in charge of the Aeronautics, Electronic and Industrial segments
of Allegheny Teledyne, Inc. From 1990 through June 1997, he was president of
Carnegie Mellon University. He is an internationally recognized materials
scientist with numerous awards including membership in the National Academy of
Engineering. He serves on the boards of directors of Allegheny Teledyne, Inc.,
Mellon Bank Corporation, Mellon Bank, N.A., and PPG Industries. Dr. Mehrabian
holds B.S. and Sc.D. degrees from Massachusetts Institute of Technology (MIT).
Directors Continuing in Office Until the 2001 Annual Meeting
George S. Brown
Mr. Brown, age 77, began serving as a Director in June 1997 prior to the
Distribution and resulting spin-off of the Company from Electronics in September
1997. He served as a Director of Electronics from October 1974 until his
resignation as a result of the Distribution. Mr. Brown served as President and
Chief Executive Officer of Electronics from October 1974 until July 1990. Mr.
Brown served from 1971 until 1974 as Executive Vice President and General
Manager of Baldwin Electronics, Inc., a subsidiary of D.H. Baldwin Company and
the predecessor of Electronics. Mr. Brown holds a B.S.E.E. from the University
of Oklahoma.
Charles Crocker
Mr. Crocker, age 59, began serving as a Director prior to the Distribution
and resulting spin-off of the Company from Electronics in September 1997. He
was a founder of Electronics and has served as Chairman of the Board of
Directors of Electronics since 1974 and Chairman of the Board of Directors of
Technologies since October 1997. Mr. Crocker assumed the positions of President
and Chief Executive Officer of Technologies, effective October 1, 1997, after
resigning as President and CEO of Electronics as a result of the Distribution.
Mr. Crocker served as President of Crocker Capital Corporation, a Small Business
Investment Company, from 1970 to 1985, and as General Partner of Crocker
Associates, a venture capital investment partnership, from 1970 to 1990. He
currently serves as a director of Fiduciary Trust Company International, Pope &
Talbot, Inc. and KeraVision. Mr. Crocker holds a B.S. from Stanford University
and a M.B. A. from the University of California, Berkeley.
Board Committees and Meetings
During the fiscal year ended October 3, 1998, the Board of Directors held
three meetings. The Board has an Audit Committee and a Compensation Committee,
but does not have a Nominating Committee or any committee performing a similar
function.
The Audit Committee's responsibilities include the following: meet with
the Company's independent accountants at least annually to review the scope and
results of the annual audit; recommend to the Board the independent accountants
to be retained; and receive and consider the accountants' comments as to
internal controls, accounting staff, management performance, and procedures
performed and results obtained in connection with the audit. During fiscal 1998,
the Audit Committee was composed of four directors: Mr. Brooks, Chairman of the
Committee, and Messrs. Giroir, Howard and Mehrabian. The Audit Committee met
two times during fiscal 1998.
The Compensation Committee makes recommendations concerning salaries and
incentive compensation for the Company's executive officers, awards stock
options and stock bonuses to eligible executives, employees and consultants
under the Company's 1997 Equity Incentive Plan (the "1997 Plan"), and otherwise
determines compensation levels and performs such other functions regarding
compensation as the Board may delegate. During fiscal 1998, the Compensation
Committee was composed of three non-employee directors: Mr. Brown, Chairman of
the Committee, and Messrs. Brooks and Giroir. The Compensation Committee met
once during fiscal 1998.
4
<PAGE>
During fiscal 1998 each Board member except Mr. Giroir attended 75% or
more of the aggregate of the meetings of the Board and of the committees on
which he served, held during the period for which he was a director or
committee member, respectively.
Proposal 2
Ratification Of Selection Of Independent Public Accountants
The Board of Directors has selected Ernst & Young LLP as the Company's
independent public accountants for the fiscal year ending October 2, 1999.
Ernst & Young LLP (including its predecessor, Ernst & Whinney) has audited
Electronics' financial statements since 1975, and audited the Company's
financial statements since fiscal 1997. A representative of Ernst & Young LLP is
expected to be present at the Annual Meeting, will have an opportunity to make a
statement if he or she so desires and will be available to respond to
appropriate questions.
Stockholder ratification of the selection of Ernst & Young LLP as the
Company's independent public accountants is not required by the Company's
By-Laws or otherwise. However, the Board is submitting the selection of Ernst
& Young LLP to the stockholders for ratification as a matter of good corporate
practice. If the stockholders fail to ratify the selection, the Audit Committee
and the Board will reconsider whether or not to retain that firm. Even if the
selection is ratified, the Board at its discretion may direct the appointment
of a different independent accounting firm at any time during the year if it
determines that such a change would be in the best interests of the Company and
its stockholders.
The affirmative vote of the holders of a majority of the shares
represented and entitled to vote at the meeting will be required to ratify the
selection of Ernst & Young LLP as the Company's independent public accountants
for the fiscal year ending October 2, 1999. Abstentions will be counted toward
the tabulation of votes cast on proposals presented to the stockholders and will
have the same effect as negative votes. Broker non-votes are counted towards a
quorum, but are not counted for any purpose in determining whether this matter
has been approved.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
IN FAVOR OF PROPOSAL 2
5
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
<TABLE>
The following table sets forth certain information regarding the
ownership of the Company's Common Stock as of December 31, 1998 by: (i)
each director; (ii) each of the executive officers named in the Summary
Compensation Table; (iii) all executive officers and directors of the
Company as a group; and (iv) all those known by the Company to be
beneficial owners of more than five percent of its Common Stock.
<CAPTION>
Beneficial
Ownership(1)
Number of Percent of
Beneficial Owner Shares Total(2)
<S> <C> <C>
Mr. Charles Crocker(3) 1,557,904 21.1%
One Post Street
Suite 2500
San Francisco, CA
Hollybank Investments, LP(4) 686,000 9.3%
One Financial Center, Suite 1600
Boston, MA
Brinson Partners, Inc.(5) 611,400 8.3%
209 S. LaSalle Street
Chicago, IL
Dimensional Fund Advisors, Inc.(6) 489,400 6.6%
1299 Ocean Avenue
11th Floor
Santa Monica, CA
Mr. Richard M. Brooks(7) 10,735 *
Mr. George S. Brown(7)(8) 43,667 *
Mr. Robert R. Corr(7)(11) 39,641 *
Mr. C. Joseph Giroir, Jr.(7) 10,735 *
Dr. William G. Howard, Jr.(7) 4,000 *
Dr. Asad M. Madni(7) 80,267 1.1%
Dr. Robert Mehrabian(7) 5,500 *
Dr. Lawrence A. Wan(7) 33,250 *
Mr. Gary D. Wrench(7)(9) 99,468 1.3%
All executive officers and directors
as a group (10 persons)(10) 1,885,167 25.2%
* Less than one percent.
</TABLE>
(1) This table is based upon information supplied by officers, directors and
principal stockholders of the Company and upon any Schedules 13D or 13G
filed with the Securities and Exchange Commission (the "Commission").
Unless otherwise indicated in the footnotes to this table and subject to
community property laws where applicable, the Company believes that each
of the stockholders named in this table has sole voting and investment
power with respect to the shares indicated as beneficially owned.
(2) Applicable percentages are based on 7,396,329 shares outstanding on
December 31, 1998, adjusted as required by rules promulgated by the
Commission.
(3) Includes 400,000 shares held by Mr. Crocker as trustee for his adult
children, as to which Mr. Crocker disclaims beneficial ownership. Also
includes 54,936 shares held in a trust of which, Mr. Crocker is
beneficiary and sole trustee. Mr. Crocker, acting alone, has the
power to vote and dispose of the shares in each of these trusts.
6
<PAGE>
(4) Represents shares held by Hollybank Investments, LP ("Hollybank") which
has the sole power to vote and dispose of the shares held by it, and
includes 52,000 shares held by Dorsey R. Gardner, general partner of
Hollybank, who has the sole power to vote and dispose of his shares. Mr.
Gardner, as general partner of Hollybank, may be deemed to beneficially
own shares held by Hollybank. Except to the extent of his interest as a
limited partner in Hollybank, Mr. Gardner disclaims such beneficial
ownership.
(5) Represents shares held by Brinson Partners, Inc. ("Partners") which has
the sole power to vote and dispose of the shares held by it and shares
held by Brinson Trust Company ("Trust") which has the sole power to vote
and dispose of the shares held by it. Trust is a wholly-owned subsidiary
of Partners which is a wholly-owned subsidiary of Brinson Holdings, Inc.
("Holdings"). Holdings may be deemed to share the power to vote and
dispose of all shares held by Partners and Trust, and Partners may be
deemed to share the power to vote and dispose of all shares held by
itself or Trust. Therefore, both Holdings and Partners each may be
deemed a beneficial owner of all the shares held by Partners and Trust.
(6) Represents shares held by Dimensional Fund Advisors, Inc., DFA Investment
Dimensions Group Inc. and The DFA Investment Trust Company. Officers of
Dimensional Fund Advisors, Inc. have sole power to vote and dispose of
shares beneficially owned by it, including shares held by DFA Investment
Dimensions Group Inc. and The DFA Investment Trust Company.
(7) Includes shares which certain officers and directors have the right to
acquire within 60 days after the date of this table pursuant to
outstanding options as follows: Mr. Brooks, 10,735 shares; Mr. Brown,
22,539 shares; Mr. Corr, 6,441 shares; Mr. Giroir, 10,735 shares; Mr.
Wrench, 40,000 shares; and all executive officers and directors as a
group, 90,450 shares. Also includes shares which certain officers and
directors have the right to vote pursuant to unvested portions of
restricted stock awards as follows: Mr. Corr, 12,159 shares; Dr.
Howard, 4,000; Dr. Madni, 50,307 shares; Dr. Mehrabian, 4,000; Dr. Wan,
17,019 shares; Mr. Wrench, 12,325 shares; and all executive officers and
directors as a group, 99,810 shares.
(8) Includes 21,128 shares held in a revocable trust of which Mr. Brown and
his wife, Mildred S. Brown, are beneficiaries and sole trustees. Mr.
and Mrs. Brown, acting alone, each have the power to vote and dispose
of such shares.
(9) Includes 45,276 shares held in a revocable trust of which Mr. Wrench and
his wife, Jacqueline Wrench, are beneficiaries and sole trustees. Mr.
and Mrs. Wrench, acting alone, each have the power to vote and dispose
of such shares. Also includes 20,743 shares which Mr. Wrench, acting
alone, has power to vote and dispose of.
(10) Includes the shares described in the Notes above.
(11) Includes 15,046 shares held jointly by Mr. Corr and his wife, Wendy A.
Corr. Mr. and Mrs. Corr, acting alone, each have the power to vote and
dispose of such shares.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers, and
persons who own more than ten percent of the Company's Common Stock, to file
with the Commission initial reports of ownership and reports of changes in
ownership of Common Stock of the Company. Officers, directors and greater than
ten percent stockholders are required by the Commission's regulations to
furnish the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended October 3, 1998, the
Company's officers, directors and greater than ten percent beneficial owners
complied with all applicable Section 16(a) filing requirements.
7
<PAGE>
EXECUTIVE COMPENSATION
Compensation of Directors
During fiscal 1998, each non-employee director of the Company received a
monthly fee of $1,000. Each non-employee director of the Company also received
a fee of $500 for each Board meeting attended and for each committee meeting
attended by that Committee member and a fee of $250 for each telephone
conference Board meeting in which such director participated. In the fiscal
year ended October 3, 1998, the total compensation paid by the Company to non-
employee directors for services as directors was $71,500. The members of the
Board of Directors are eligible for reimbursement for their expenses incurred
in connection with attendance at Board meetings in accordance with Company
policy.
Nonstatutory stock options to purchase 10,735, 42,539 and 10,735 shares of
the Company's Common Stock were issued to Mr. Brooks, Mr. Brown and Mr. Giroir,
respectively, when, as a result of the Distribution and their agreement to
become members of the Technologies' Board of Directors, they were issued
options exercisable for Technologies Common Stock in exchange for the options
exercisable for Electronics Common Stock they had held prior to the
Distribution. The shares subject to the options have an exercise price of
$4.076 per share and were granted on October 27, 1997. The closing price of
the Company's Common Stock on the Nasdaq National Market System on that day was
$11.875. The vesting provisions and term of the options remained the same as
those issued by Electronics which were exchanged. The shares subject to the
options vested annually over three years. The options expire May 2, 1999.
Compensation of Executive Officers
Summary of Compensation
As noted above, the Company became an independent public company on
September 27, 1997 as a result of the Distribution. Prior to that date, the
businesses of the Company were controlled by Electronics and all compensation
decisions for persons who are now executive officers of the Company were
determined by Electronics.
The following table shows, for the fiscal years ended October 3, 1998,
September 27, 1997 and September 28, 1996, compensation awarded or paid to or
earned by the Company's Chief Executive Officer and its four other most highly
compensated executive officers (the "Named Executive Officers") for services
rendered by them as executive officers of Technologies in the fiscal year ended
October 3, 1998 and of Electronics in the fiscal years ended September 27, 1997
and September 28, 1996. The Named Executive Officers held positions with
Electronics in fiscal 1997 and fiscal 1996 which were comparable in scope and
responsibility to those held in the Company at the end of fiscal 1998. The Named
Executive Officers did not earn compensation from the Company in fiscal 1997 and
the Company did not exist in fiscal 1996. The amounts reported below for fiscal
1997 and 1996 were earned by the individuals for services rendered to
Electronics in those years and were paid by that entity.
8
<PAGE>
<TABLE>
Summary Compensation Table
<CAPTION>
Long Term
Annual Compensation
Compensation(l) Awards
------------------------ -------
Restricted
Stock All Other Securities
Name and Salary(2) Bonus Awards(3) Compensation(4) Underlying
Principal Position Year ($) ($) ($) ($) (#)
- --------------------- ---- ------- ------ --------- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
Mr. Charles Crocker 1998 341,725 40,000 0 6,158 0
Chairman of the Board, 1997 341,400 50,000 0 4,707 0
President and Chief 1996 260,775 35,000 0 3,252 0
Executive Officer
Mr. Gary D. Wrench 1998 298,020 40,000 0 6,158 62,696
Senior Vice President and 1997 282,000 80,000 63,750 5,102 0
Chief Financial Officer 1996 264,000 35,000 48,750 4,370 0
Dr. Asad M. Madni 1998 334,956 40,000 120,000 6,240 21,472
Vice President 1997 290,239 65,000 315,000 5,823 0
President, BEI Sensors & 1996 239,312 95,000 65,000 5,488 0
Systems Company, Inc.
Dr. Lawrence A. Wan 1998 244,922 13,500 84,000 8,840 0
Vice President, 1997 217,043 33,000 53,125 8,463 0
Corporate Technology 1996 190,922 45,000 26,000 7,792 0
Mr. Robert R. Corr 1998 167,400 20,000 60,000 5,609 6,441
Secretary, Treasurer 1997 159,600 45,000 31,875 4,400 0
and Controller 1996 149,600 16,000 13,000 3,681 0
<FN>
(1) As permitted by rules promulgated by the Commission, no amounts are shown
for "Other Annual Compensation" because no Named Executive Officer
received "perquisites" in an amount exceeding the lesser of 10 % of bonus
plus salary or $50,000.
(2) Includes annual cash payments designated as automobile allowances, which
did not exceed $12,000 for any individual in any year; also includes
amounts earned but deferred at the election of the Named Executive Officer
pursuant to the Company's Deferred Compensation Plan, and includes $31,550
of accrued vacation pay deferred by Dr. Madni.
(3) Represents the dollar value of shares awarded, calculated by multiplying
the market value based on the closing sales price on the date of grant by
the number of shares awarded. As a result of the Distribution each holder
of restricted stock granted under Electronics' 1992 Restricted Stock Plan
("Electronics Restricted Stock") received vested and unvested shares of
the Company's Common Stock in amounts equal to the number of vested and
unvested shares of Electronics Restricted Stock held by such holder on the
record date for the Distribution. At October 3, 1998, the aggregate
holdings and value of restricted stock held by the Named Executive
Officers (based on the number of shares held at fiscal year-end multiplied
by the closing sales price of the Company's Common Stock as reported on
the Nasdaq National Market on October 2, 1998) was as follows: Mr.
Wrench, 13,868 shares, valued at $104,010; Dr. Madni, 70,267 shares,
valued at $527,003; Dr. Wan, 26,250 shares, valued at $196,875; Mr. Corr,
17,200 shares, valued at $129,000. The restrictions on awards of
restricted stock lapse with respect to 15% of the total number of shares
per year on the first, second, third, fourth and fifth anniversaries of
the date of grant and with respect to the remaining shares subject to such
award on the sixth anniversary of the date of grant. Dividends are paid
on shares of restricted stock when, as and if the Board declares dividends
on the Common Stock of the Company.
9
<PAGE>
(4) Includes $4,800, $4,800, $3,559, $4,222, and $4,774 paid in fiscal 1998 to
Messrs. Crocker, Wrench, Madni, Wan and Corr, respectively, and $3,253,
$3,648, $3,675, $3,884 and $3,549 paid in fiscal 1997 and $2,078, $3,000,
$2,999, $3,164 and $2,988 paid in fiscal 1996 to Messrs. Crocker, Wrench,
Madni, Wan and Corr, respectively, as a normal contribution pursuant to
the Company's Retirement Savings Plan. The remaining sum for each Named
Executive Officer is attributable to premiums paid by the Company for
group term life insurance.
</FN>
</TABLE>
Stock Option Grants and Exercises
The Company granted options to its executive officers and key employees
under the 1997 Equity Incentive Plan. In connection with the Distribution,
holders of options to purchase Common Stock of Electronics that were not
exercised prior to the Distribution had such options converted to vested and
unvested incentive stock options and nonstatutory stock options, as appropriate,
to purchase the Company's Common Stock issued under the 1997 Equity Incentive
Plan. The number of shares of the Company's Common Stock subject to options
issued in the conversion was determined by criteria which included the aggregate
fair market value of each option to purchase Electronics' Common Stock
immediately prior to the Distribution and the intent to issue options to
purchase the Company's Common Stock that were not more favorable to the holder
than those options held on Electronics' Common Stock that converted as a result
of the Distribution. For further information, see "The Distribution -- Other
Consequences of the Distribution -- Stock Options" in the Information Statement
included as an exhibit to the Company's Form 10. The Company has not issued
any stock appreciation rights. As of December 31, 1998, options to purchase a
total of 238,879 shares had been granted and were outstanding under the 1997
Equity Incentive Plan and options to purchase 732,000 shares remained available
for grant thereunder. The following table shows, for fiscal 1998, certain
information regarding options for the Company's Common Stock exercised, and
options held at year-end, by the Named Executive Officers.
<TABLE>
Option Grants in Fiscal Year 1998
<CAPTION>
Number of % of Total Potential Realizable Value at
Securities Options Market Assumed Annual Rates of Stock
Underlying Granted to Price at Price Appreciation for Option
Options Employees in Exercise Date of Term (3)
Granted Fiscal Price Grant Expiration -------------------------------
Name (#)(1) Year (2) ($/Sh) ($/Sh) Date 0% 5% 10%
---- ------- -------- ------ ------ ---- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Mr. Crocker 0 -- -- -- -- -- -- --
Mr. Wrench 62,696 (4) 22.8% 4.0760 11.875 5/02/99 488,966 528,711 569,913
Dr. Madni 21,472 (4) 7.8% 6.7540 11.875 10/01/02 109,958 140,429 177,319
Dr. Wan 0 -- -- -- -- -- -- --
Mr. Corr 6,441 (4) 2.3% 7.9180 11.875 5/15/01 25,487 30,434 36,060
<FN>
(1) Options generally vest annually over a 3-year period. The options will
fully vest upon a change in control, as defined in the Company's 1997 Plan.
(2) Based upon options to purchase 275,436 shares issued to employees in fiscal
year 1998. Does not include 64,009 options issued to directors in fiscal year
1998.
(3) The potential realizable value is based on the term of the option at its
time of grant. It is calculated by assuming that the stock price on the date of
grant appreciates at the indicated rate, compounded annually for the entire term
of the option and the option is exercised solely on the last day of its term for
the appreciated price. These amounts represent certain assumed rates of
appreciation less the exercise price, in accordance with the rules of the SEC,
and do not reflect the Company's estimate or projection of future stock price
performance. Actual gains, if any, are dependent on the actual future
performance of the Company's Common Stock and no gain to the optionee is possible
unless the stock price increases over the option term, which will benefit all
stockholders.
(4) In connection with the Distribution, the Company issued options to purchase
a total of 339,445 shares of the Company's Common Stock in exchange for options
to purchase shares of Electronics Common Stock that were outstanding at the time.
The new options issued by the Company were priced based upon a conversion factor
that reflected the original exercise price of the options issued by Electronics,
vest in accordance with the vesting schedule of the options replaced, and assume
the same expiration date as the original options issued by Electronics. At the
time of the exchange, all of the options issued to the Named Executive Officers
were fully vested.
</FN>
</TABLE>
10
<PAGE>
<TABLE>
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
<CAPTION>
Number of Securities Value of Unexercised In-
Shares Underlying Unexercised the-Money Options at
Acquired on Value Options at FY-End (#) FY-End($)
Exercise Realized Exercisable/ Exercisable/
Name (#)(1) ($) Unexercisable(2) Unexercisable(3)
---- ------- -------- ---------------- ----------------
<S> <C> <C> <C> <C>
Mr. Crocker 0 0 0/0 0/0
Mr. Wrench 22,696 338,715 40,000/0 206,960/0
Dr. Madni 21,472 247,142 0/0 0/0
Dr. Wan 0 0 0/0 0/0
Mr. Corr 0 0 6,441/0 8,579/0
<FN>
(1) The number of shares of the Company's Common Stock received upon
exercise of underlying options.
11
<PAGE>
(2) Includes both "in-the-money" and "out-of-the-money" options.
(3) The fair market value of the underlying shares of the Company's Common
Stock on October 3, 1998, less the exercise price.
</FN>
</TABLE>
Management Incentive Bonus Plan
The Company's Board of Directors adopted a Management Incentive Bonus Plan
for fiscal 1998 ("MIB Plan") covering employees of the Company and Sensors &
Systems. On the basis of goals relating to return on equity, and subject to
predetermined limits under the MIB Plan, the Company's Compensation Committee
will in its discretion determine a bonus fund for each company following the
end of the year. Based upon recommendations from management of each company,
the Compensation Committee may, in its discretion, approve individual awards to
employees of the respective companies, subject to final approval by the
Company's Board of Directors.
Incentive awards totaling approximately $461,500 were made with respect to
the Company's fiscal year 1998. The amounts of such incentive payments to the
Named Executive Officers are included in the "Bonus" column of "Summary
Compensation Table" under "Executive Compensation."
Employment Agreements
The employment arrangements between the Company and Mr. Wrench, Senior
Vice President, Chief Financial Officer and a director of the Company, provide
that if Mr. Wrench is terminated by the Company, he will receive from the
Company his then full-time current salary for 12 months after such termination.
The employment arrangements between the Company and Dr. Madni, Vice
President of the Company and President of Sensors & Systems, renew annually on
the anniversary date of the agreement. They further provide that if the Company
terminates him without cause or a change in control of the Company occurs, and
he executes a general release of liability, Dr. Madni will receive from the
Company his then current full-time salary and medical, dental and life insurance
benefits for the 12 months following the termination of his employment, his
annual bonus prorated to the date of termination of his employment and an amount
equal to the average of the bonuses paid Dr. Madni over the prior 3 completed
fiscal years. The employment arrangements include an agreement that Dr. Madni
will refrain from activities of a competitive nature for a period of 2 years
after termination of his employment with the Company.
Executive Change of Control Benefits Agreements
The Company has entered into Executive Change of Control Benefits
Agreements (the "Change of Control Agreements") with Messrs. Crocker, Corr,
Madni, Wan and Wrench. Pursuant to the terms of the Change of Control
Agreements, each executive officer would receive a single payment equal to the
sum of his annual salary and the average of his annual bonuses for the prior
three years upon the occurrence of a voluntary termination of employment by the
employee or an involuntary termination of employment without cause within 12
months after a change in control of the Company, as defined in the Change of
Control Agreements. In addition, the Company would pay medical benefits on
behalf of the executive officer and his dependents until the executive officer
is again employed, but not longer than 18 months.
Compensation Committee Interlocks and Insider Participation
As noted above, the Compensation Committee consists of Messrs. Brown,
Brooks and Giroir. Mr. Brown retired in July 1990 as President of Electronics
and served as a consultant to Electronics until June 30, 1997. Mr. Giroir
served as Corporate Secretary of Electronics until February 1995 for which he
received no compensation in addition to that received as director's fees.
12
<PAGE>
Report of the Compensation Committee of the Board of Directors (1)
The Compensation Committee is composed of Messrs. Brown, Brooks and
Giroir. The Committee is responsible for, among other things, setting the
compensation of executive officers, including any stock based awards to such
individuals under the Company's 1997 Equity Incentive Plan.
Executive Compensation Principles
The Committee seeks to compensate executive officers in a manner
designed to achieve the primary goal of the BEI Technologies, Inc.
stockholders - increased stockholder value. In furtherance of this goal, the
Committeee determined a compensation package that took into account both
competitive and performance factors. Annual compensation of Technologies
executives is composed of salary and bonus, an approach consistent with the
compensation programs of most electronics companies. A substantial portion of
the cash compensation of each executive officer is contingent upon Technologies'
performance. Bonuses, therefore, could be substantial, could vary significantly
from year to year, and could vary significantly among executive officers. The
Company's Compensation Committee continues to follow this approach and to be
guided by the same principles. Stock-based awards also continue to be a part
of the Technologies' executive officers compensation.
Base Salary
The Compensation Committee determined salaries for fiscal 1998 at its
meeting of November 24, 1997 for all executive officers. In adjusting the base
salary of the executive officers, the Committee examined both competitive and
qualitative factors relating to corporate and individual performance. In
connection with its examination of competitive factors, the Committee reviewed
an independent survey of base salaries paid by other electronics companies of
comparable size. In many instances, assessment of qualitative factors
necessarily involved a subjective assessment by the Committee. In determining
salary adjustments for executive officers for fiscal 1998, the Committee relied
primarily on the evaluation and recommendations by Mr. Crocker of each officer's
responsibilities for fiscal 1998 and performance during fiscal 1997.
Management Incentive Bonus Plan
The Company's Board of Directors adopted a Management Incentive Bonus
Plan (the "MIB Plan") for fiscal 1998 covering employees of the Company and of
Sensors & Systems Company. On the basis of goals relating to return on equity,
and subject to predetermined limits under the MIB Plan, the Company's
Compensation Committee, will in its discretion, determine a bonus fund for each
company following the end of the year. Based upon recommendations from the
management of each company, the Compensation Committee may, in its discretion,
approve awards to employees of the respective companies, subject to final
approval of the Company's Board of Directors.
Incentive awards totaling $461,500 were made with respect to the Company's
fiscal 1998 year. Of that amount, $153,500 was awarded to the Named Executive
Officers.
Chief Executive Officer Compensation
In general, the factors utilized in determining Mr. Crocker's
compensation were similar to those applied to the other executive officers in
the manner described in the preceding paragraphs; however, a significant
percentage of his potential earnings was and continues to be subject to
consistent, positive, long-term performance of the Company.
- ---------------------
(1) This Section is not "soliciting material," is not deemed "filed" with the
Commission and is not to be incorporated by reference in any filing of the
Company under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, whether made before or after the date
hereof and irrespective of any general incorporation language in any such
filing.
13
<PAGE>
Long Term Incentives
The Company intends to use the 1997 Equity Incentive Plan to further
align the interests of stockholders and management by creating common incentives
based on the possession by management of a substantial economic interest in the
long-term appreciation of the Company's stock. In determining the number of
restricted stock awards or stock options to be granted to an executive officer,
the Committee will take into account the officer's position and level of
responsibility within the Company, the officer's existing equity holdings, the
potential reward to the officer if the stock appreciates in the public market,
the incentives to retain the officer's services to the Company, the
competitiveness of the officer's overall compensation arrangements and the
performance of the officer. Based on a review of this mix of factors for
fiscal 1998 the Committee granted incentive stock options to Mr. Wrench (4,000
shares), Mr. Corr (3,000 shares), Dr. Madni (5,000 shares) and Dr. Wan (3,500
shares). In addition, the Committee awarded restricted stock grants to Mr.
Wrench (4,000 shares), Mr. Corr (3,000 shares), Dr. Madni (5,000 shares) and
Dr. Wan, (3,500 shares).
Section 162(m) of the Internal Revenue Code (the "Code") limits the
Company to a deduction for federal tax purposes of no more than $1 million of
compensation paid to certain Named Executive Officers in a taxable year.
Compensation above $1 million may be deducted if it is "performance-based
compensation" within the meaning of the Code. The Committee has determined
that stock options granted under the Company's 1997 Plan with an exercise price
at least equal to the fair market value of the Company's Common Stock on the
date of grant shall be rated as "performance-based compensation."
George S. Brown Richard M. Brooks C. Joseph Giroir, Jr.
Performance Measurement Comparison(1)
The following graph shows the value of an investment of $100 in cash on
October 8, 1997, the first day of regular way trading on Nasdaq of (i) the
Company's Common Stock, (ii) the Nasdaq Stock Market Index (U.S. Companies) and
(iii) the Dow Jones Diversified Technology Index. All values assume
reinvestment of the full amount of all dividends and are calculated as of the
last trading day of the applicable calendar quarter (2):
[The following descriptive data is supplied in accordance with Rule 304(d)
of Regulation S-T]
<TABLE>
Comparison Of 4 Quarter Cumulative Total Return On Investment
BEI Technologies, Inc.
Proxy Performance Graph
For the Year Ended 10/03/98
(PLOT POINTS CHART OMITTED)
OCTOBER 8, DECEMBER 31, MARCH 31, JUNE 30, SEPTEMBER 30,
(TOTAL RETURN INDEX) 1997 1997 1998 1998 1998
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BEI Technologies, Inc. $100.00 $93.00 $129.00 $146.00 $ 57.00
Nasdaq Non-Financial Companies $100.00 $94.00 $110.00 $113.00 $102.00
Dow Jones Diversified Technology $100.00 $91.00 $103.00 $ 92.00 $ 76.00
<FN>
(1) This Section is not "soliciting material," is not deemed "filed" with the
Commission and is not to be incorporated by reference in any filing of the
Company under the Securities Act of 1933, as amended or the Securities Exchange
Act of 1934, as amended, whether made before or after the date hereof and
irrespective of any general incorporation language in any such filing.
(2) The Company operates on a fiscal year ending on the Saturday nearest
September 30. The calendar quarter end dates in the table above do not
necessarily coincide with the Company's fiscal quarter end dates.
</FN>
</TABLE>
14
<PAGE>
CERTAIN TRANSACTIONS
The Company's By-Laws provide that the Company will indemnify its
directors and executive officers and may indemnify its other officers,
employees and other agents to the extent not prohibited by Delaware law.
Under the Company's By-Laws, indemnified parties are entitled to
indemnification for negligence, gross negligence and otherwise to the fullest
extent permitted by law. The By-Laws also require the Company to advance
litigation expenses in the case of stockholder derivative actions or other
actions, against an undertaking by the indemnified party to repay such
advances if it is ultimately determined that the indemnified party is not
entitled to indemnification.
OTHER MATTERS
The Board of Directors knows of no other matters that will be presented
for consideration at the Annual Meeting. If any other matters are properly
brought before the meeting, it is the intention of the persons named in the
accompanying proxy to vote on such matters in accordance with their best
judgment.
By Order of the Board of Directors
/s/ Robert R. Corr
----------------------
Robert R. Corr
Corporate Secretary
February 8, 1999
A copy of the Company's Annual Report to the Securities and Exchange Commission
on Form 10-K for the fiscal year ended October 3, 1998 is available without
charge upon written request to: Investor Relations, BEI Technologies, Inc.,
One Post Street, Suite 2500, San Francisco, CA 94104.
15
<PAGE>
BEI TECHNOLOGIES, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 18, 1999
The undersigned hereby appoints Charles Crocker and Gary D. Wrench, and
each of them, as attorneys and proxies of the undersigned, with full power of
substitution, to vote all of the shares of stock of BEI Technologies, Inc. which
the undersigned may be entitled to vote at the Annual Meeting of Stockholders of
BEI Technologies, Inc. to be held at the Company's Duncan Electronics Division,
15771 Red Hill Avenue, Tustin, California, on Thursday, March 18, 1999 at 1:30
p.m. (local time), and at any and all postponements, continuations and
adjournments thereof, with all powers that the undersigned would possess if
personally present, upon and in respect of the following materials and in
accordance with the following instructions, with discretionary authority as to
any and all other matters that may properly come before the meeting.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR ALL
NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2, AS MORE SPECIFICALLY DESCRIBED
IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY
WILL BE VOTED IN ACCORDANCE THEREWITH.
MANAGEMENT RECOMMENDS A VOTE FOR THE NOMINEES FOR DIRECTOR LISTED BELOW.
Proposal 1: To elect three directors to hold office until the 2002 Annual
Meeting of Stockholders.
[ ] FOR all nominees listed below (except [ ] WITHHOLD AUTHORITY to
all nominees as marked to the contrary below). vote for all nominees
listed below
Nominees: C. Joseph Giroir, Jr., Asad M. Madni and Gary D. Wrench
To withhold authority to vote for any nominee(s), write such nominee's
(nominees') name(s) below:
____________________________________________________________________________
____________________________________________________________________________
MANAGEMENT RECOMMENDS A VOTE FOR PROPOSAL 2.
Proposal 2: To ratify the selection of Ernst & Young LLP as independent public
accountants of the Company for its fiscal year ending October 2, 1999.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Please sign exactly as your name appears hereon.
If the stock is registered in the names of two
or more persons, each should sign. Executors,
administrators, trustees, guardians and
attorneys-in-fact should add their titles. If
signer is a corporation, please give full
corporate name and have a duly authorized officer
sign, stating title. If signer is a partnership,
please sign in partnership name by authorized
person.
Dated: _____________, 1999
_______________________________________________
_______________________________________________
Signature(s)
PLEASE VOTE, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED RETURN
ENVELOPE WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES.
