<PAGE>
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-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Delco Remy International, Inc.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
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>
[DELCO REMY LOGO APPEARS HERE]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
DATE: DECEMBER 17, 1998
TIME: 1:00 P.M.
PLACE: MILLENNIUM BROADWAY & CONFERENCE CENTER
145 WEST 44TH STREET
NEW YORK, NEW YORK 10036
The purposes of the Annual Meeting are:
1. To elect directors;
2. To ratify the appointment of independent accountants; and
3. To transact any other business that may properly come before the
meeting.
By Order of the Board of Directors
David E. Stoll November 13, 1998
Secretary
- --------------------------------------------------------------------------------
Admittance to the meeting will be limited to the shareholders eligible to vote
or their authorized representative(s). An admission ticket is attached to the
proxy card for this purpose. Beneficial owners holding shares through an
intermediary such as a bank or broker will be admitted upon proof of ownership.
<PAGE>
PROXY STATEMENT
This Proxy Statement and the accompanying proxy card are being mailed beginning
November 13, 1998, to owners of shares of Delco Remy International, Inc. (the
"Company") Class A Common Stock in connection with the solicitation of proxies
by the Board of Directors for the 1998 Annual Meeting of Shareholders. This
proxy procedure is necessary to permit all Class A Common Stock shareholders,
many of whom live throughout the United States and in foreign countries and are
unable to attend the Annual Meeting, to vote. The Board of Directors encourages
you to read this document thoroughly and to take this opportunity to vote on the
matters to be decided at the Annual Meeting.
- --------------------------------------------------------------------------------
CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Voting Procedures.............................................................1
Corporate Governance..........................................................2
Election of Directors (Item 1 on Proxy Card)..................................3
Ratification of Appointment of Independent Accountants
(Item 2 on Proxy Card).......................................................4
Submission of Shareholder Proposals and Director Nominations..................4
Executive Compensation........................................................5
Retirement Plans..............................................................7
Other Forms of Compensation...................................................9
Stock Performance Graph.......................................................10
Security Ownership of Certain Beneficial Owners and Directors and Officers....11
Executive Officers............................................................12
Section 16(a) Beneficial Ownership Reporting Compliance.......................12
Employment Agreement..........................................................12
Shareholders Agreement........................................................12
Compensation Committee Interlocks and Insider Participation...................13
Other Business................................................................13
</TABLE>
DELCO REMY INTERNATIONAL, INC.
2902 ENTERPRISE DRIVE
ANDERSON, INDIANA 46013
<PAGE>
VOTING PROCEDURES
YOUR VOTE IS VERY IMPORTANT. Your shares can only be voted at the Annual
Meeting if you are present or represented by proxy. Whether or not you plan to
attend the Annual Meeting, you are encouraged to vote by proxy to assure that
your shares will be represented. You may revoke this proxy at any time before
it is voted, by written notice to the Secretary of the Company, by submission of
a proxy bearing a later date, or by casting a ballot at the Annual Meeting.
Properly executed proxies that are received prior to the Annual Meeting's
adjournment will be voted in accordance with the directions provided. If no
directions are given, your shares will be voted by one of the individuals named
on your proxy card as recommended by the Board of Directors. If you wish to
give a proxy to someone other than those named on the proxy card, you should
cross out those names and insert the name(s) of the person(s), not more than
four, to whom you wish to give your proxy.
<TABLE>
<S> <C>
WHO CAN VOTE? Shareholders as of WHO WILL COUNT THE VOTE?
the close of business on November 9, The Company's transfer agent,
1998 are entitled to vote. On American Stock Transfer & Trust
that day, approximately 18,168,456 Company, and ADP Investor Commun-
shares of Class A Common Stock were ication Services will tally the
outstanding and eligible to vote. vote, which will be certified by an
Each share is entitled to one vote independent Inspector of Election.
on each matter presented at the
Annual Meeting. A list of IS MY VOTE CONFIDENTIAL? Proxies,
shareholders eligible to vote will ballot and voting tabulations are
be available at the offices of available for examination only by
Dechert Price & Rhoads, 30 the independent Inspector of
Rockefeller Plaza, New York, New Election and tabulators. Your vote
York 10112, beginning December 7, will not be disclosed to the Board
1998. Shareholders may examine or management of the Company except
this list during normal business as may be required by law.
hours for any purpose relating to
the Annual Meeting. WHO IS SOLICITING THIS PROXY?
Solicitation of proxies is made on
WHAT SHARES ARE INCLUDED IN THE behalf of the Board of Directors of
PROXY CARD? The proxy card the Company, and the cost of prepar-
represents all the shares of Class ing, assembling, and mailing the
A Common Stock registered to your notice of Annual Meeting, proxy
account. Each share of Class A statement and form of proxy will be
Common Stock that you own entitles borne by the Company. In addition to
you to one vote. the use of mail, proxies may be
solicited by directors, officers and
HOW ARE VOTES COUNTED? reguler employees of the Company,
The Annual Meeting will be without additional compensation, in
held if a quorum, consisting of a person or by telephone or other electro-
majority of the outstanding shares nic means. The Company will reimburse
of common stock entitled to vote, brokerage houses and other nominees
is represented. Broker non-votes, for their expenses in forwarding proxy
votes withheld and abstentions will material to beneficia owners of the
be counted for purposes of Company's stock.
determining whether a quorum has
been reached. "Broker non-votes"
occur when nominees, such as banks
and brokers, holding shares on
behalf of beneficial owners, do not
receive voting instructions from
the beneficial owners by ten days
before the Annual Meeting. In this
event, the nominees may vote those
shares only on matters deemed
routine by the New York Stock
Exchange, such as the election of
Directors and ratification of the
appointment of independent
accountants. On non-routine
matters, nominees cannot vote and
there is a so-called "broker non-
vote" on that matter. Because
proposals must be approved by a
majority of the votes cast, broker
non-votes and abstentions have no
effect on a proposal's outcome.
Because Directors are elected by a
plurality of the votes cast, votes
withheld from some or all nominees
for Director could have an effect
on the outcome of the election.
</TABLE>
1
<PAGE>
CORPORATE GOVERNANCE
In accordance with Delaware General Corporation Law and the Company's
Certificate of Incorporation and Bylaws, the Company's business, property and
affairs are managed under the direction of the Board of Directors. Although
Directors are not involved in the day-to-day operating details, they are kept
informed of the Company's business through written reports and documents
provided to them regularly, as well as by operating, financial and other reports
presented by the Chairman and other officers of the Company at meetings of the
Board of Directors and committees of the Board.
<TABLE>
<S> <C>
MEETINGS OF THE BOARD. The Board of Company. Mr. Schultz is entitled to
Directors held 6 meetings in fiscal receive an annual fee of $25,000 plus
year 1998. Each of the incumbent $1,000 for attendance in person at
Directors attended at least 75% of the each quarterly meeting of the Board oF
Board and committee meetings to which Directors. Outside directors of the
the Director was assigned, except that Company are also entitled to receive
Mr. Cashin attended less than 75% of stock options for Class A Common Stock
the Board and committee meetings to pursuant to the 1997 Non-Qualified
which he was assigned. The incumbent Stock Option Plan for Non-Employee
Directors in the aggregate attended Directors. No options were granted
95% of their Board and assigned under such plan during fiscal year
committee meetings. 1998.
COMMITTEES OF THE BOARD. The Board of SHAREHOLDERS AGREEMENT. Citicorp
Directors has established two standing Venture Capital Ltd. ("CVC"), World
committees. Equity Partners, L.P., MASG
Disposition, Inc. (formerly MascoTech
Audit Committee -- recommends the Automotive Systems Group, Inc.)
independent accountants to conduct the ("MASG"), Mr. Sperlich, Mr. Gerrity
annual audit of the books and account and certain other individuals are
of the Company, and reviews the parties to a Second Amended and
adequacy of the Company's financial Restated Securities Purchase and
reporting, accounting systems and Holders Agreement dated March 22, 1998
controls. The Audit Committee also (the "Shareholders Agreement") whereby
evaluates the Company's internal and they have agreed to vote their shares
external auditing procedures. The in such a manner so as to elect the
Committee held one meeting during entire Board of Directors of the
fiscal year 1998. Current members of Company. The parties to the
the Committee are Messrs. Billig, Shareholders Agreement beneficially
Gerrity and Delaney. own over 50% of the outstanding shares
of Class A Common Stock and,
Compensation Committee -- reviews and consequently, are able to elect the
approves salary and other compensation entire Board of Directors of the
of officers and administers certain Company.
benefit plans. The Compensation
Committee also has the authority to
administer, grant and award stock
options under the Company's stock
option plans, subject to approval of
the Board of Directors. The Committee
held 6 meetings during fiscal year
1998. Current members of the
Committee are Messrs. Billig, Cashin
and Delaney.
DIRECTOR COMPENSATION. Directors do
not receive compensation for their
services as directors, except that
Messrs. Gerrity and Billig received
$311,400 and $200,000, respectively,
during fiscal year 1998 for services
relating to special projects (in
connection with acquisitions and
strategic alliances) undertaken by
them at the direction of the Board of
Directors in their capacities as
directors, and Mr. Schultz was paid
$28,000 in fiscal year 1998 for
services rendered as a director of the
</TABLE>
2
<PAGE>
ELECTION OF DIRECTORS
ITEM 1 ON PROXY CARD
The Company's directors are elected at each annual meeting and hold office until
the next election. Each of the 7 nominees is currently a director of the
Company. The person named on the accompanying form of proxy will vote the
shares for the nominees, unless you instruct otherwise. Each nominee has
consented to stand for election and the board does not anticipate that any
nominee will be unavailable to serve. In the event that one or more of the
nominees should become unavailable to serve at the time of the Annual Meeting,
the shares represented by proxy will be voted for the remaining nominees and any
substitute nominee(s) designated by the Board. Director elections are
determined by a plurality of the votes cast.
The following biographies provide a brief description of each nominee's
principal occupation and business experience, age (as of November 1, 1998), and
directorships held in other public corporations.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE LISTED NOMINEES.
NOMINEES
- -------------------------------------------------------------------------------
Harold K. Sperlich, Chairman of the Board of Directors. Mr. Sperlich has been
Chairman of the Board of Directors since the Company's inception in 1994. Since
retiring from Chrysler Corporation in 1988, having served as its President,
Mr. Sperlich has served as a consultant to the automotive industry. Before
joining Chrysler in 1977, Mr. Sperlich held several senior administrative and
operating posts with Ford Motor Company. Age: 68
- -------------------------------------------------------------------------------
Thomas J. Snyder, President, Chief Operating Officer and Director. Mr. Snyder
has been President and Chief Operating Officer since the Company's inception in
1994. From 1962 to 1994, Mr. Snyder held several aftermarket and OEM executive
positions with the Delco Remy Division of General Motors Corporation, most
recently as Product Manager, Heavy Duty Systems. He is a member of the board of
St. John's Health Systems and a director of CLARK Material Handling Company.
Age: 54
- -------------------------------------------------------------------------------
E.H. Billig, Vice Chairman of the Board of Directors. Mr. Billig has been Vice
Chairman of the Board of Directors since the Company's inception in 1994.
Mr. Billig has been Chief Executive Officer and Chairman of the Board of MSX
International, Inc. since 1997. He was formerly President and Chief Operating
Officer of MascoTech, Inc., where he continues to serve as Vice Chairman. He is
also a Director of Titan Wheel International, Inc. and OEA, Inc. Age: 71
- -------------------------------------------------------------------------------
Richard M. Cashin, Jr., Director. Mr. Cashin has been a director since the
Company's inception in 1994. Mr. Cashin has been President since 1994, and a
Managing Director for more than the past five years, of CUC. In addition,
Mr. Cashin serves as a Director of Levitz Furniture Incorporated (which filed a
voluntary petition for bankruptcy on September 5, 1997), Lifestyle Furnishings
International Ltd., Fairchild Semiconductor Corporation, Freedom Forge, Cable
Systems International, Euromax International, Plc., Hoover Group, Inc., Thermal
Engineering, Gerber Childrenswear Inc., JAC Holdings, GVC Holdings, Delta
Terminal Services, MSX International, Inc., and Titan Wheel International, Inc.
Age: 45
- -------------------------------------------------------------------------------
Michael A. Delaney, Director. Mr. Delaney has been a director since the
Company's inception in 1994. Mr. Delaney is a Managing Director of CVC and prior
to that a Vice President of CVC since 1989. Mr. Delaney is also a Director of
GVC Holdings, JAC Holdings, Cort Business Services, Inc., Palomar Technologies,
Inc., Enterprise Media Inc., SC Processing, Inc., Triumph Group, Inc., Clark
Material Handling Inc., MSX International, Inc., International Knife and Saw
Inc., Aetna Industries, Inc., Amerisource Health Corporation, Fabristeel Inc.,
Allied Digital Technologies Inc. and Great Lakes Dredge and Dock Company.
Age: 44
- --------------------------------------------------------------------------------
3
<PAGE>
- -------------------------------------------------------------------------------
James R. Gerrity, Director. Mr. Gerrity has been a director since the Company's
inception in 1994. From 1986 to 1993, Mr. Gerrity was President and a Director
of Dyneer Corporation. Mr. Gerrity currently is a Director of Palomar
Technologies Corporation and Wescor Graphics, Inc. Age: 57
- -------------------------------------------------------------------------------
Robert J. Schultz, Director. Mr. Schultz became a director in 1997. Mr. Schultz
retired as Vice Chairman and a member of the Board of Directors of General
Motors Corporation ("GM") in 1993. Mr. Schultz joined GM in 1955 and served as
Group Executive of Chevrolet-Pontiac-GM of Canada and General Manager of GM's
Delco Electronics Division. Mr. Schultz is also Chairman of the Board of OEA,
Inc. and a member of the Board of Trustees of California Institute of Technology
and a director of Texco Communications. Age: 68
- -------------------------------------------------------------------------------
RATIFICATION OF APPOINTMENT OF
INDEPENDENT ACCOUNTANTS
ITEM 2 ON PROXY CARD
Subject to shareholder ratification, the Board of Directors, acting upon the
recommendation of the Audit Committee, has reappointed the firm of Ernst & Young
LLP, Certified Public Accountants, as independent accountants to examine the
financial statements of the Company for the fiscal year 1999. Ratification
requires the affirmative vote of a majority of eligible shares present at the
Annual Meeting, in person or by proxy, and voting thereon. Unless otherwise
specified by the shareholders, the shares of stock represented by the proxy will
be voted for ratification of the appointment of Ernst & Young LLP as independent
accountants to audit and report upon the financial statements of the Company for
fiscal year 1999. If this appointment is not ratified by shareholders, the
Audit Committee may reconsider its recommendation.
One or more representatives of Ernst & Young LLP are expected to be at the
Annual Meeting. They will have an opportunity to make a statement and will be
available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION.
- -------------------------------------------------------------------------------
SUBMISSION OF SHAREHOLDER PROPOSALS AND
DIRECTOR NOMINATIONS
Shareholders wishing to have a proposal included in the Board of Directors' 1999
Proxy Statement must submit the proposal so that the Secretary of the Company
receives it no later than 120 days prior to the anniversary of the prior year's
Annual Meeting. The Securities and Exchange Commission rules set forth
standards as to what shareholder proposals are required to be included in a
proxy statement. Shareholders wishing to make a nomination for election to the
Board of Directors must submit written notice of the shareholder's intention to
make such nomination so that the chairman of the board receives it not less than
60 days nor more than 90 days prior to the annual meeting at which such
nomination is to occur. Shareholders wishing to have a proposal presented at an
annual meeting must submit the proposal so that the secretary of the company
receives it not less than 60 days nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting; provided; however, that in
the event that the date of the meeting is changed by more than 30 days from such
anniversary date, notice by the shareholder must be received no later than the
close of business on the 10th day following the earlier of the date on which
notice of the date of the meeting was mailed or public disclosure was made. The
company's bylaws set forth certain informational requirements for shareholders'
nominations of directors and proposals.
4
<PAGE>
EXECUTIVE COMPENSATION
REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION
Role of Committee. The Compensation Committee of the Board of Directors
(the "Committee") establishes, oversees and directs the Company's executive
compensation programs and policies and administers the Company's stock option
plans. The Committee seeks to align executive compensation with Company
objectives and strategies, management programs, business financial performance
and enhanced shareholder value. The Committee consists of independent outside
directors, none of whom is or was an officer or employee of the Company.
The Committee's objectives include (i) attracting and retaining exceptional
individuals as executive officers and (ii) providing key executives with
motivation to perform to the full extent of their abilities in an effort to
maximize Company performance to deliver enhanced value to the Company's
shareholders. The Committee believes it is important to place a greater
percentage of executive officers' compensation at risk than that of non-
executives by tying executive officers' compensation directly to the performance
of the business and value of the Common Stock. Executive compensation consists
primarily of an annual salary, bonuses linked to the performance of the Company
and long-term equity-based compensation.
Compensation. The annual salaries of the Company's executive officers are
set at levels designed to attract and retain exceptional individuals by
rewarding them for individual and Company achievements. The Committee reviews
the annual salary of each executive officer in relation to such officer's
performance and previous salaries and general market and industry conditions or
trends and makes appropriate adjustments. The Committee reviews executive
officers' salaries annually to adjust such salaries based on each executive
officer's past performance, expected future contributions, the scope and nature
of responsibilities of, including changes in such responsibilities, and
competitive compensation data relating to such executive officer.
The Committee believes that a portion of the executives' compensation
should be tied to the financial results of the Company in order to reward
individual performance and overall Company success. Each year, objective
targets are established for each offficer. Such targets include the Company's
financial targets, such as revenue, earnings and return on assets, as well as
individual strategic and operating targets. Additionally, a portion of each
officer's bonus is based on subjective criteria particular to each officer's
individual operating responsibilities.
The Company has employee stock option plans in order to offer key employees
the opportunity to acquire an equity interest in the Company, thereby aligning
the interests of these employees more closely with the long term interests of
shareholders. Awards under these employee stock option plans may be in the form
of options, restricted stock or stock appreciation rights. Options, which have
a fixed exercise price and vest over a five-year period and have an exercise
price equal to the market value of the Common Stock on the date of grant, were
granted to executive officers and other key employees in 1998.
1998 Chairman of the Board. The Committee determined the 1998 compensation
of Mr. Sperlich, Chariman of the Board, in accordance with the above discussion.
In addition, the Committee based Mr. Sperlich's bonus on his overall leadership
and management of the Company.
Deductibility of Compensation. Section 162(m) of the Internal Revenue Code
imposes a $1 million limit on the deductibility of compensation paid to
executive officers of public companies. The Committee believes that all of the
compensation awarded to the Company's executive officers will be fully
deductible in accordance with this limit.
COMPENSATION COMMITTEE
E.H. Billig
Richard M. Cashin, Jr.
Michael A. Delaney
5
<PAGE>
COMPENSATION TABLES
EXECUTIVE COMPENSATION
The following table sets forth, for the fiscal years ending July 31, 1998, 1997
and 1996, certain information regarding the cash compensation paid by the
Company, as well as certain other compensation paid or accrued for such year, to
each of the executive officers of the Company named below, in all capacities in
which they served.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
- -----------------------------------------------------------------------------------------------------------------------
Dollars in Thousands
Long Term
Annual Compenation Compensation
------------------ ---------------------
(a) (b) (c) (d) (g) (i)
Name and Securities Underlying All Other
Principal Position Year Salary Bonus Options Compensation
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Harold K. Sperlich 1998 $275.0 $280.5 6,900 $34.9(1)
Chairman of the Board 1997 $247.5 $292.3 -- $25.8(1)
1996 $211.7 $157.3 -- $20.6(1)
Thomas J. Snyder 1998 $275.0 $280.5 6,900 $25.0(2)
President and Chief Operating Officer 1997 $247.5 $292.3 -- $ 3.2(2)
1996 $211.7 $157.3 -- $ 2.0(2)
David L. Harbert 1998 $250.0 $153.0 6,900 $21.0(3)
Executive Vice President 1997 $235.0 $166.0 -- $14.9(3)
and Chief Financial Officer 1996 $211.7 $ 94.4 -- $13.7(3)
Susan E. Goldy (4) 1998 $225.2 $125.3 5,300 $23.3(5)
Vice President and General Counsel 1997 $108.1 $ 59.5 -- --
1996 -- -- -- --
Joseph P. Felicelli (6) 1998 $193.3 $115.3 5,500 $23.9(7)
Group Vice President, Aftermarket 1997 -- -- -- --
1996 -- -- -- --
<C>
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) "All Other Compensation" for Mr. Sperlich in fiscal year 1998, 1997 and
1996, respectively, includes the following: (i) $13,146, $11,792 and
$11,792 in matching contributions under the Company's 401(k) Plan; and
(ii) $21,731, $13,986 and $8,820 in premiums paid under a life insurance
policy.
(2) "All Other Compensation" for Mr. Snyder includes the following: (i) $19,500
in matching contributions under the Company's 401(k) Plan in fiscal year
1998; and (ii) $5,459, $3,197 and $2,016 in premiums paid under a life
insurance policy in fiscal year 1998, 1997 and 1996, respectively.
(3) "All Other Compensation" for Mr. Harbert in fiscal year 1998, 1997 and
1996, respectively, includes the following: (i) $13,042, $11,667 and
$11,700 in matching contributions under the Company's 401(k) Plan; and
(ii) $7,939, $3,197 and $2,016 in premiums paid under a life insurance
policy.
(4) Ms. Goldy joined the Company in February 1997.
(5) "All Other Compensation" for Ms. Goldy in fiscal year 1998 includes the
following: (i) $22,200 in matching contributions under the Company's 401(k)
Plan; and (ii) $1,127 in premiums paid under a life insurance policy.
(6) Mr. Felicelli joined the Company in September 1997.
(7) "All Other Compensation" for Mr. Felicelli in fiscal year 1998 includes the
following: (i) $22,200 in matching contributions under the Company's 401(k)
Plan; and (ii) $1,656 in premiums paid under a life insurance policy.
6
<PAGE>
STOCK OPTIONS
The following table sets forth information regarding 1998 fiscal year-end option
values for each of the executive officers named below:
<TABLE>
<CAPTION>
1998 AGGREGATED OPTION/SAR EXERCISES
AND YEAR-END OPTION/SAR VALUE
- -------------------------------------------------------------------------------------------------------
Number of Unexercised Value of Unexercised
Options/SARs at Year-End In-the-Money Options/
Shares Value (# of Shares) SARs at Year-End(1) ($)
Acquired on Realized -------------------------------------------------------
Name Exercise (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Harold K. Sperlich 0 0 0 6,900 0 0
Thomas J. Snyder 0 0 0 6,900 0 0
David L. Harbert 0 0 0 6,300 0 0
Joseph P. Felicelli 0 0 0 5,500 0 0
Susan E. Goldy 0 0 0 5,300 0 0
- ------------------------------------------------------------------------------------------------------
</TABLE>
(1) These year-end values represent the differerence between the fair market
value of common stock subject to options (based on the stock's closing
price on the New York Stock Exchange on July 31, 1998) and the exercise
prices of the options, "In-the-money" means that the fair market value of
the stock is greater than the option's exercise price on the valuation
date.
The following table sets forth information regarding stock options granted under
the 1997 Stock-Based Incentive Compensation Plan during the fiscal year 1998 to
the executive officers of the Company named below:
<TABLE>
<CAPTION>
1998 OPTION/SAR GRANTS
- ----------------------------------------------------------------------------------------------------------------------
Individual Grants
-----------------------------------------------------------------------------
Number of Securities % of Total
Underlying Options/SARs Exercise or Grant Date
Options/SARs Granted to Base Price Value(2)
Name Granted(1)(#) Employees ($/Share) Expiration Date ($)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Harold K. Sperlich 6,900 2.82% $12.00 12/17/07 $56,856
Thomas J. Snyder 6,900 2.82% $12.00 12/17/07 $56,856
David L. Harbert 6,300 2.58% $12.00 12/17/07 $51,912
Joseph P. Felicelli 5,500 2.25% $12.00 12/17/07 $45,320
Susan E. Goldy 5,300 2.17% $12.00 12/17/07 $43,672
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Options become exercisable at a rate of 20% each year, beginning
December 17, 1998.
(2) Present values were calculated using the Black-Scholes American option
valuation method. The actual value, if any, that an executive officer may
receive is dependent on the excess of the stock price over the exercise
price. Use of this model should not be viewed as a forecast of the future
performance of the Company's stock price. The estimated grant date present
value of each stock option is $8.24 based on the following defined option
terms and assumptions: (a) a stock price of $12.00; (b) an exercise price
of $12.00; (c) an expected life of 10 years; (d) a risk-free interest rate
of 5.18%, which represents the yield on Treasury Bonds with maturity dates
corresponding to that of the options; (e) a dividend yield of 0%
representing the stock's current yield; and (f) a stock price volatility
rate of .517, which reflects how much the stock price varied on a weekly
basis since the intial public offering of the Company's Common Stock on
December 17, 1997.
- --------------------------------------------------------------------------------
RETIREMENT PLANS
Delco Remy America, Inc., a wholly owned subsidiary of the Company ("DRA"),
established the Delco Remy America Salaried Retirement Plan (the "Retirement
Plan") primarily to provide eligible salaried employees with a monthly
7
<PAGE>
pension benefit after retirement for life. Except for eligible employees who
transferred to DRA directly from General Motors Corporation ("GM") and began
immediate participation, generally all employees of DRA who are compensated on a
salaried basis are eligible to participate in the Retirement Plan after
completing one year of service and attaining age 21. The Retirement Plan is a
defined benefit, tax-qualified plan under section 401(a) of the Internal Revenue
Code of 1986, as amended (the "Code"), and contributions to the Plan generally
are deductible for income tax purposes for the year contributed, and benefits
are not taxable to employees until paid.
The standard retirement benefit under the Retirement Plan is a monthly, single
life annuity starting at age 65, equal to 1.25 % of an employee's average
monthly pay multiplied by the employee's years of service with DRA. Average
monthly pay is generally based on the employee's 60-consecutive month highest
average base pay during the ten-year period before retirement. The benefit for
certain long-service GM employees who transferred to DRA, however, is not less
than $60 times their years of service with DRA. Under the Code the annual
benefit provided by the Retirement Plan cannot exceed the lessor of $130,000 or
100% of compensation (subject to certain further limitations under the
Retirement Plan and Code). Eligible employees generally may retire on or after
age 55 with 10 years of service, with their monthly Retirement Plan benefit
actuarially reduced if payment actually starts prior to age 62. Employees who
terminate with less than five years of service forfeit any benefits which they
may have accrued, and such forfeitures are used to offset future contributions
otherwise required to fund the Plan. Certain late retirement, death and
disability benefits also may be paid under the Retirement Plan.
The years of credited service as of July 31, 1998 for each of the named
executive officers of the Company were Harold K. Sperlich - 4 years; Thomas J.
Snyder - 36 years; David L. Harbert - 4 years; Joseph P. Felicelli - 1 year; and
Susan E. Goldy - 1.6 years.
The Company established the Delco Remy International, Inc. Supplemental
Executive Retirement Plan (the "Supplemental Plan"), effective as of August 1,
1997. The Supplemental Plan provides additional retirement benefits to an
employee of the Company who was employed in a key executive or managerial
position and/or was highly compensated, who had experienced reductions in
retirement benefits due to limitations imposed by the Code. The benefit is
based on a formula taking into account the individual's base compensation and
years of service with the Company and GM. Payments are made in an installment
amount to be provided for 15 years, payable in 60 equal quarterly installments
starting with the calendar quarter of the individual's retirement date. In the
event of the individual's death on or after his retirement, the benefit will be
paid to his beneficiary in a single lump sum payment equal to the present value,
as of the time of death, of any remaining installments, based on an 8% interest
rate assumption, as soon as administratively feasible after the participant's
death. The participant forfeits any and all rights he may have to his benefits
in the event he engages in competition (as defined in the Supplemental Plan) or
is terminated (or could be terminated) for cause (as defined in the Supplemental
Plan) even though the individual is in pay status under the Plan.
The following table shows estimated annual retirement benefits that would be
payable to participants under the Retirement Plan and, if applicable, the
Supplemental Plan, upon normal retirement at age 65 under various assumptions as
to final average annual compensation and years of credited service and on the
assumption that benefits will be paid in the form of a single life annuity. The
benefit amounts listed are not subject to any deduction for Social Security
benefits.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL RETIREMENT BENEFITS
- ------------------------------------------------------------------------------------------------------------------------------
YEARS OF SERVICE
------------------------------------------------------------
FINAL AVERAGE COMPENSATION 10 15 20 30 40
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
100,000 12,500 18,750 25,000 37,500 50,000
------------------------------------------------------------
150,000 18,750 28,125 37,500 56,250 75,000
------------------------------------------------------------
200,000 45,440 55,440 65,440 85,440 105,440
------------------------------------------------------------
250,000 45,440 55,440 65,440 85,440 105,440
------------------------------------------------------------
300,000 45,440 55,440 65,440 85,440 105,440
------------------------------------------------------------
350,000 45,440 55,440 65,440 85,440 105,440
------------------------------------------------------------
400,000 45,440 55,440 65,440 85,440 105,440
------------------------------------------------------------
500,000 45,440 55,440 65,440 85,440 105,440
------------------------------------------------------------
600,000 45,440 55,440 65,440 85,440 105,440
------------------------------------------------------------
700,000 45,440 55,440 65,440 85,440 105,440
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
8
<PAGE>
OTHER FORMS OF COMPENSATION
401(k) Plan. The Company established the Salaried 401(k) Savings Plan (the
"401(k) Plan") to allow eligible employees to help meet their long-term savings
needs. Except for eligible employees who transferred to DRA directly from GM
and began immediate participation, generally all employees who are compensated
on a salaried basis are eligible to participate in the 401(k) Plan after
completing three months of continuous employment. The 401(k) Plan is a defined
contribution, tax-qualified plan under section 401(a) of the Code with employer
and employee pre-tax contributions deductible by the Company for income tax
purposes for the year contributed, and such contributions and earnings thereon
are not taxable to employees until paid to them.
An employee in the 401(k) Plan may elect to have from 1% to 15% of base salary
contributed from pay to the 401(k) Plan on a pre-tax, after-tax, or combination
of pre-tax and after-tax, basis, and receive a 50% matching contribution on the
sum of the employee's pre-tax and after-tax contributions up to 6% of base
salary. Except for certain GM employees who transferred employment to DRA,
employees also receive a 2% of base salary contribution for their retiree
medical care account under the 401(k) Plan. Under the Code, the total
contributions allocated to an employee's account for a plan year cannot exceed
the lesser of $30,000 or 25% of the employee's compensation, and the employee's
pre-tax contributions are limited in a calendar year to $9,500 (subject to cost
of living increases under the Code).
Employees are immediately 100% vested in their 401(k) Plan benefits except for
matching contributions, which vest at 20% a year over five years, and retiree
medical care contributions, which vest after the earliest of five years of
service, death, attaining age 65, or attaining an early retirement date under
the Retirement Plan. Any forfeitures which may result under the 401(k) Plan are
used to reduce future Company contributions. Employees generally may withdraw
their vested benefits from the 401(k) Plan on termination of employment,
retirement, or death, and may also under certain circumstances withdraw benefits
while still employed (including certain financial hardship, plan loan and pre-
and post-age 59 1/2, withdrawals). Until fully withdrawn, employees may direct
the investment of their 401(k) Plan benefits among a broad range of investment
funds.
Executive Incentive Plan. The Company's executives participate in an Executive
Incentive Plan by which they are entitled to receive certain percentages of
their base compensation as a bonus if a designated target or objective is met.
Designated targets related to earnings, return on invested capital and/or
strategic objectives are set by the Compensation Committee at the beginning of
each year, based on the prior year's results. The Executive Incentive Plan
provides that if a target is exceeded, then any bonus payable under the plan is
commensurately increased, subject to a cap.
Stock-Based Incentive Plan. The Company also has adopted the 1997 Stock-Based
Incentive Plan (the "Stock-Based Incentive Plan") that provides for
discretionary grants or awards of options to purchase stock, stock appreciation
rights that reflect the appreciation in the value of Common Stock ("SARs"), and
restricted stock to employees and independent contractors (other than certain
directors) of the Company. Under the Stock-Based Incentive Plan, 1,300,000
shares of Common Stock may be subject to awards, and no more than 91,000 shares
of Common Stock may be subject to awards to any single individual in any one
year. Such options, SARs and restricted stock will be awarded based on
performance and with vesting schedules to be determined at the time of grant.
Under the Stock-Based Incentive Plan, the exercise price of options will not be
less than the fair market value of the Common Stock on the date of grant.
Options will be subject to vesting provisions as specified in an applicable
option agreement. Options granted under the Stock-Based Incentive Plan may be
designated, for federal income tax purposes, either as non-qualified stock
options or as incentive stock options as defined in Sections 422 of the Code.
The Stock-Based Incentive Plan will permit, with the consent of the Compensation
Committee, the exercise of options by delivery of shares of Common Stock owned
by the optionee or by the withholding of such shares of Common Stock upon
exercise of the option in lieu of, or in addition to, cash. The Stock-Based
Incentive Plan will permit the Compensation Committee to adjust the number and
kind of shares subject to awards in the event of a reorganization, merger,
consolidation, reclassification, stock split, stock dividend or combination of
shares.
9
<PAGE>
STOCK PERFORMANCE GRAPH
COMPARISON OF EIGHT MONTH CUMULATIVE TOTAL RETURN*
AMONG DELCO REMY INTERNATIONAL, INC., THE S & P 500 INDEX,
THE S & P AUTO PARTS & EQUIPMENT INDEX AND
THE S& P TRUCKS & PARTS INDEX
The following graph presents a comparison of the Company's stock performance
with that of the Standard &Poor's 500 Index, the Standard & Poor's Auto Parts &
Equipment Index and the Standard & Poor's Trucks & Parts Index from the date of
the Company's initial public offering, December 17, 1998, through July 1998.
[STOCK PERFORMANCE GRAPH APPEARS HERE]
DELCO REMY INTL INC. (RMY)
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
--------------------------------------------------------------------------------
12/17/97 12/97 1/98 2/98 3/98 4/98 5/98 6/98 7/98
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
DELCO REMY INTERNATIONAL, INC. 100.00 104.17 105.21 120.31 126.56 133.33 141.15 107.29 116.67
S&P 500 100.00 101.72 102.84 110.26 115.91 117.07 115.06 119.73 118.46
S&P AUTO PARTS & EQUIPMENT 100.00 102.40 100.55 114.63 123.37 126.51 147.02 152.76 156.26
S&P TRUCKS & PARTS 100.00 99.13 96.67 114.07 113.39 108.33 103.81 99.41 92.41
</TABLE>
10
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND DIRECTORS AND OFFICERS
The following table sets forth information as of November 1, 1998, with respect
to shares of each class of Common Stock beneficially owned by (i) each person or
group that is known to the Company to be the beneficial owner of more than 5% of
each class of outstanding Common Stock, (ii) each director and named executive
officer of the Company and (iii) all directors and named executive officers of
the Company as a group. Unless otherwise specified, all shares are directly
held. Each share of Class A Common Stock is convertible into one share of Class
B Common Stock, and each share of Class B Common Stock is convertible into one
share of Class A Common Stock.
<TABLE>
<CAPTION>
CLASS B
CLASS A COMMON STOCK(1) COMMON COMBINED(1)
-------------------------- STOCK --------------------------------
SHARES OWNED PERCENT SHARES OWNED SHARES OWNED PERCENT
------------ ------- ------------ ------------ -------
<S> <C> <C> <C> <C> <C>
Citicorp Venture Capital Ltd......... 3,607,343 18.2% 6,278,055 9,885,398 37.9%
399 Park Avenue
New York, NY 10043
MASG Disposition, Inc................ 3,025,391 15.3% -- 3,025,391 11.6%
275 Rex Boulevard
Auburn Hills, MI 48326
World Equity Partners, LP (2)........ 1,680,000 8.5% -- 1,680,000 6.4%
399 Park Avenue
New York, NY 10043
Harold K. Sperlich (3)(4)............ 794,844 4.0% -- 794,844 3.0%
Thomas J. Snyder (3)(5).............. 423,380 2.1% -- 423,380 1.6%
David L. Harbert (3)................. 145,066 * -- 145,066 *
Joseph P. Felicelli (3).............. 51,600 * -- 51,600 *
Susan E. Goldy (3)................... 53,960 * -- 53,960 *
James R. Gerrity (6)................. 543,267 2.7% -- 543,267 2.1%
E.H. Billig (7)...................... 257,000 1.3% -- 257,000 *
Richard M. Cashin, Jr. (8)........... 318,697 1.6% -- 318,697 1.2%
Michael A. Delaney (8)............... 78,571 * -- 78,571 *
Robert J. Schultz.................... 79,280 * -- 79,280 *
All directors and executive
officers as a group
(12 persons) (3)..................... 2,806,225 14.1% -- 2,806,225 10.7%
</TABLE>
* Represents less than 1%
(1) Does not include up to 1,400,000 shares of Class A Common Stock that are
subject to certain stock option plans, except as noted in footnote (3)
below, or 1,680,000 shares issuable upon exercise of certain warrants except
that, in the case of the warrants, with respect to World Equity Partners,
L.P. such 1,680,000 shares are included.
(2) Represents warrants to acquire Class A Common Stock.
(3) Common Stock and the percent of class listed as beneficially owned by the
Company's executive officers include outstanding options to purchase Common
Stock which are exerecisable within 60 days of November 1, 1998, as follows:
Harold K. Sperlich - 1,380 shares; Thomas J. Snyder - 1,380 shares; David L.
Harbert - 1,266 shares; Joseph P. Felicelli - 1,100; Susan E. Goldy - 1,060
shares; Patrick C. Mobouck - 1,260; and David E. Stoll - 500 shares.
(4) Held as trustee under agreement dated February 4, 1985, as amended, with
Harold K. Sperlich, as Settlor.
(5) Includes 84,000 shares held by Daisy Farm Limited Partnership of which
Mr. Snyder is General Partner.
(6) Includes 486,237 shares and 57,030 shares, respectively, held by the James
R. Gerrity Living Trust and the Susan Gerrity Living Trust.
(7) Held by The Billig Family Limited Partnership.
(8) Does not include shares beneficially held by CVC, World Equity Partners,
L.P. or CCT Partners I, L.P. which may be deemed to be beneficially owned by
Messrs. Delaney and Cashin. Messrs. Delaney and Cashin disclaim beneficial
ownership of shares held by CVC or World Equity Partners, L.P.
11
<PAGE>
EXECUTIVE OFFICERS
The executive officers of the Company are as follows:
Harold K. Sperlich, Chairman of the Board of Directors. Mr. Sperlich is
described above as a nominee for director.
Thomas J. Snyder, President, Chief Operating Officer and Director. Mr. Snyder is
described above as a nominee for director.
David L. Harbert, Executive Vice President and Chief Financial Officer.
Mr. Harbert has been the Executive Vice President and Chief Financial Officer of
the Company since October 1994. Before joining the Company, Mr. Harbert was
Senior Vice President and Chief Financial Officer of Applied Power Inc. since
1992 and, prior to that, served as Vice President and Chief Financial Officer of
System Software, Inc. since 1990. Age: 56
Joseph P. Felicelli, Group Vice President, Aftermarket. Mr. Felicelli has been
Group Vice President since September 1997. Prior to joining the Company,
Mr. Felicelli served in various management positions for Cooper Industries. Age:
52
Susan E. Goldy, Esquire, Vice President and General Counsel. Ms. Goldy has been
Vice President and General Counsel since February 1997. Before joining the
Company, she was an associate, and since 1993, was a partner in the law firm of
Dechert Price & Rhoads. Age: 44
David E. Stoll, Vice President, Controller and Secretary. Mr. Stoll has been
Vice President, Controller and Secretary since the Company's inception in 1994.
Prior to joining the Company, he was Vice President of Finance of Dyneer
Corporation since 1987 and, prior to that, served as corporate controller since
1973. Age: 57
Patrick C. Mobouck, Vice President-Managing Director, Europe. Mr. Mobouck has
been Vice President-Managing Director, Europe since July 1997. He has also been
Chairman of Autovill since August 1997. Before joining the Company, Mr. Mobouck
was with Monroe Auto Equipment since 1987, most recently as Managing Director-
Europe, Middle East and Africa. Age: 44
- --------------------------------------------------------------------------------
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The rules of the Securities and Exchange Commission require the Company to
disclose late filings of stock transaction reports by its executive officers and
Directors. Based solely on a review of reports filed by the Company on these
individuals' behalf and written representations from them that no other reports
were required, all Section 16(a) filing requirements have been met during fiscal
year 1998.
- --------------------------------------------------------------------------------
EMPLOYMENT AGREEMENT
The Company has entered into an Employment Agreement with Thomas J. Snyder which
provides for his employment until 1999. Mr. Snyder's agreement will
automatically extend for successive additional 12-month periods after July 1999
until notice by either the Company or Mr. Snyder. Mr. Snyder receives an annual
base salary of $247,500, subject to merit increases as determined by the Board
of Directors, plus annual performance bonuses as determined by the Board of
Directors. The agreement provides that the executive may not engage in any
business competitive with the Company while employed by the Company and for a
period of one year thereafter.
- --------------------------------------------------------------------------------
SHAREHOLDERS AGREEMENT
CVC, World Equity Partners, L.P., MASG, Harold K. Sperlich, James R. Gerrity and
certain other parties named therein as management investors (together with
Messrs. Sperlich and Gerrity, the "Management Investors") (collectively the
"Investors"), entered the Shareholders Agreement containing certain agreements
among such shareholders with respect to the capital stock and corporate
governance of the Company.
12
<PAGE>
Pursuant to the Shareholders Agreement, the Investors agreed to vote their
shares in favor of the Board of Directors of the Company being composed of seven
directors as follows: Harold K. Sperlich (so long as he continues to serve as
chairman of the Board of Directors); one individual nominated by MASG; two
individuals nominated by CVC; James R. Gerrity (so long as he continues to serve
as an officer or a consultant to the Company); Thomas J. Snyder (so long as he
continues to serve as President of the Company); and one independent director.
So long as CVC owns at least 7% of the outstanding shares of Class A and Class B
Common Stock, the Investors have agreed to vote their shares in favor of any
proposal by CVC to remove directors nominated by CVC or to fill directorships
vacated by directors nominated by CVC. So long as MASG owns at least 7% of the
outstanding shares of Class A and Class B Common Stock, the Investors have
agreed to vote their shares in favor of any proposal by MASG to remove directors
nominated by MASG or to fill directorships vacated by directors nominated by
MASG.
The Investors beneficially own over 50% of the outstanding shares of Class A
Common Stock and, pursuant to the foregoing described provisions, are able to
elect the entire Board of Directors of the Company.
The Shareholders Agreement also provides for certain restrictions on transfer by
Management Investors, including, subject to certain exemptions, the right of the
Company to repurchase shares held by Management Investors upon termination of
employment prior to certain dates determined by the date on which each
Management Investor purchased shares, in each case at a formula price, and the
grant of a right of first refusal in favor of the Company in the event a
Management Investor elects to transfer such Management Investor's shares of
Class A and Class B Common Stock.
- --------------------------------------------------------------------------------
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
No member of the Compensation Committee is a former or current officer or
employee of the Company or any of its subsidiaries. To the Company's knowledge,
there were no other relationships involving members of the Compensation
Committee requiring disclosure in this section of this Proxy Statement.
- --------------------------------------------------------------------------------
OTHER BUSINESS
The Company is not aware of any other matters that will be presented for
shareholder action at the Annual Meeting. If other matters are properly
introduced, the person named in the accompanying proxy will vote the shares they
represent in accordance with their judgment.
By Order of the Board of Directors
David E. Stoll
Secretary
November 13, 1998
13
<PAGE>
[DELCO REMY LOGO APPEARS HERE]
<PAGE>
DELCO REMY INTERNATIONAL, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 17, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
KNOW ALL MEN BY THESE PRESENTS, that the undersigned shareholder of DELCO
REMY INTERNATIONAL, INC., a Delaware corporation, does hereby constitute and
appoint David E. Stoll and Susan E. Goldy, or any one of them, with full power
to act alone and to designate substitutes, the true and lawful attorneys and
proxies of the undersigned for and in the name and stead of the undersigned, to
vote all shares of Class A Common Stock of Delco Remy International, Inc., which
the undersigned would be entitled to vote if personally present at the Annual
Meeting of Shareholders to be held at the Millennium Broadway & Conference
Center, 145 West 44th Street, New York, New York 10036, on December 17, 1998 at
1:00 p.m., and at any and all adjournments and postponements thereof, as
follows:
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1 AND ITEM 2.
Please mark your vote as indicated in this example [X]
ITEM 1. ELECTION OF DIRECTORS VOTE FOR ALL* WITHELD FOR ALL
[ ] [ ]
Nominees:
Harold K. Sperlich
Thomas J. Snyder
E. H. Billig
Richard M. Cashin, Jr.
Michael A. Delaney
James R. Gerrity
Robert J. Schultz
* To withhold authority to vote for one or more nominee(s), write the name(s) of
the nominee(s) below:
- -------------------------------------------------------------------------------
ITEM 2. RATIFICATION OF INDEPENDENT ACCOUNTANTS FOR AGAINST
[ ] [ ]
ITEM 3 OTHER MATTERS
In their discretion, the proxies are authorized to vote upon such other matters
as may properly come before the meeting or at any adjournments thereof.
THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS INDICATED, THIS PROXY
WILL BE VOTED FOR ITEM 1 AND ITEM 2 AND WILL GRANT DISCRETIONARY
AUTHORITY PURSUANT TO ITEM 3.
NOTE: PLEASE DATE THIS PROXY, SIGN YOUR NAME EXACTLY AS IT APPEARS HEREON, AND
RETURN PROMPTLY USING THE ENCLOSED POSTAGE PAID ENVELOPE. JOINT OWNERS
SHOULD EACH SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH.
Signature(s) Date
------------------------------------ ---------------------
------------------------------------
<PAGE>
DELCO REMY INTERNATIONAL, INC.
1998 ANNUAL MEETING
ADMISSION TICKET
DECEMBER 17, 1998 AT 1:00 P.M.
MILLENNIUM BROADWAY & CONFERENCE CENTER
145 WEST 44TH STREET
NEW YORK, NEW YORK 10036
PLEASE RETAIN AND PRESENT THIS TICKET FOR ADMISSION TO THE MEETING.
