<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 Section 240.14a-11(c) or Section 240.14a-12
Delco Remy International, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
DELCO REMY INTERNATIONAL, INC.
Notice of Annual Meeting of Shareholders
Date: December 16, 1999
Time: 11:00 a.m.
Place: New York Marriott Marquis Hotel
1535 Broadway
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 19, 1999
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 19, 1999, 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 1999 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)........... 5
Submission of Shareholder Proposals and Director Nominations............................ 6
Executive Compensation.................................................................. 6
Retirement Plans........................................................................ 10
Other Forms of Compensation............................................................. 12
Stock Performance Graph................................................................. 14
Security Ownership of Certain Beneficial Owners and Directors and Officers.............. 15
Executive Officers...................................................................... 16
Section 16(a) Beneficial Ownership Reporting Compliance................................. 17
Employment Agreement.................................................................... 17
Shareholders Agreement.................................................................. 18
Compensation Committee Interlocks and Insider Participation............................. 18
Other Business.......................................................................... 19
</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.
Who can vote? Shareholders as of the close of business on November 19, 1999 are
entitled to vote. On that day, approximately 18,118,058 shares of Class A Common
Stock were outstanding and eligible to vote. Each share is entitled to one vote
on each matter presented at the Annual Meeting. A list of shareholders eligible
to vote will be available at the offices of Dechert Price & Rhoads, 30
Rockefeller Plaza, New York, New York 10112, beginning December 6, 1999.
Shareholders may examine this list during normal business hours for any purpose
relating to the Annual Meeting.
What shares are included in the proxy card? The proxy card represents all the
shares of Class A Common Stock registered to your account. Each share of Class
A Common Stock that you own entitles you to one vote.
How are votes counted? The Annual Meeting will be held if a quorum, consisting
of a majority of the outstanding shares of common stock entitled to vote, is
represented. Broker non-votes, votes withheld and abstentions will be counted
for purposes of 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.
Who will count the vote? The Company's transfer agent, American Stock Transfer &
Trust Company, and ADP Investor Communication Services will tally the vote,
which will be certified by an independent Inspector of Election.
1
<PAGE>
Is my vote confidential? Proxies, ballots and voting tabulations are available
for examination only by the independent Inspector of Election and tabulators.
Your vote will not be disclosed to the Board or management of the Company except
as may be required by law.
Who is soliciting this proxy? Solicitation of proxies is made on behalf of the
Board of Directors of the Company, and the cost of preparing, assembling, and
mailing the notice of Annual Meeting, proxy statement, and form of proxy will be
borne by the Company. In addition to the use of mail, proxies may be solicited
by directors, officers and regular employees of the Company, without additional
compensation, in person or by telephone or other electronic means. The Company
will reimburse brokerage houses and other nominees for their expenses in
forwarding proxy material to beneficial owners of the Company's stock.
================================================================================
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.
Meetings of the Board. The Board of Directors held 6 meetings in fiscal year
1999. Each of the incumbent Directors attended at least 75% of the Board and
committee meetings to which the Director was assigned, except that Mr. Cashin
attended less than 75% of the Board and committee meetings to which he was
assigned. The incumbent Directors in the aggregate attended 92% of their Board
and assigned committee meetings.
Committees of the Board. The Board of Directors has established two standing
committees.
Audit Committee -- recommends the independent accountants to conduct the annual
audit of the books and accounts of the Company, and reviews the adequacy of the
Company's financial reporting, accounting systems and controls. The Audit
Committee also evaluates the Company's internal and external auditing
procedures. The Committee held two meetings during fiscal year 1999. Current
members of the Committee are Messrs. Billig, Gerrity and Delaney.
Compensation Committee -- reviews and approves salary and other compensation of
officers and administers certain 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
2
<PAGE>
Board of Directors. The Committee held one meeting during fiscal year 1999.
Current members of the Committee are Messrs. Billig, Cashin and Delaney.
Director Compensation and Other Certain Relationships and Related Transactions.
Directors do not receive compensation for their services as directors, except
that Messrs. Gerrity and Billig received $320,000 and $200,000, respectively,
during fiscal year 1999 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 1999 for services rendered as a director of the
Company. Mr. Schultz is entitled to receive an annual fee of $25,000 plus $1,000
for attendance in person at each quarterly meeting of the Board of Directors.
Outside directors of the Company are also entitled to receive stock options for
Class A Common Stock pursuant to the 1997 Non-Qualified Stock Option Plan for
Non-Employee Directors. No options were granted under such plan during fiscal
year 1999.
Shareholders Agreement. Citicorp Venture Capital Ltd. ("CVC"), World Equity
Partners, L.P., MASG Disposition, Inc. (formerly MascoTech Automotive Systems
Group, Inc.) ("MASG"), Mr. Sperlich, Mr. Gerrity and certain other individuals
are parties to a Second Amended and Restated Securities Purchase and Holders
Agreement dated March 22, 1998 (the "Shareholders Agreement") whereby they have
agreed to vote their shares in such a manner so as to elect the entire Board of
Directors of the Company. The parties to the Shareholders Agreement beneficially
own over 50% of the outstanding shares of Class A Common Stock and,
consequently, are able to elect the entire Board of Directors of the Company.
================================================================================
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, 1999), and
directorships held in other public corporations.
The Board of Directors recommends a vote FOR each of the listed nominees.
3
<PAGE>
NOMINEES
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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: 69
- --------------------------------------------------------------------------------
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: 55
- --------------------------------------------------------------------------------
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. He is also a director of Titan Wheel International,
Inc. and OEA, Inc. Age: 72
- --------------------------------------------------------------------------------
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 CVC. 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: 46
- --------------------------------------------------------------------------------
Michael A. Delaney, Director. Mr. Delaney has been a director since the
Company's inception in 1994. Mr. Delaney has been a Managing Director of CVC
since 1997 and a Vice President for more than the past five years. Mr. Delaney
is also a director of GVC Holdings, JAC Holdings, CORT Business Services, Inc.,
Palomar Technologies, Inc., SC Processing, Inc., Triumph Group, Inc., CLARK
Material Handling Inc., MSX International, Inc., Ballantrae Corporation,
International Knife and Saw Inc., AmeriSource Health Corporation, Great Lakes
Dredge and Dock
4
<PAGE>
Corporation, Trianin Inc., Allied Digital Technologies Inc., ChipPac Inc. and
Paper Pak Products Inc. Age: 45
- --------------------------------------------------------------------------------
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, Wescor Graphics, Inc. and Ballantrae Corporation.
Age: 58
- --------------------------------------------------------------------------------
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 Manger
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. Age: 69
================================================================================
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 2000. 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 2000. 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.
5
<PAGE>
SUBMISSION OF SHAREHOLDER PROPOSALS AND
DIRECTOR NOMINATIONS
Shareholders wishing to have a proposal included in the Board of Directors' 2000
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.
================================================================================
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.
6
<PAGE>
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 1999.
1999 Chairman of the Board. The Committee determined the 1999 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
7
<PAGE>
COMPENSATION TABLES
Executive Compensation
The following table sets forth, for the fiscal years ending July 31, 1999, 1998
and 1997, 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.
Summary Compensation Table
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Dollars in Thousands
Long
Annual Term
Compensation Compensation
------------ ------------
(a) (b) (c) (d) (g) (i)
Name and Securities All Other
Principal Position Year Salary Bonus Underlying Options Compensation
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Harold K. Sperlich 1999 $295.0 $292.4 7,000 $23.9(1)
Chairman of the Board 1998 $275.0 $280.5 6,900 $29.6(1)
1997 $247.5 $292.3 -- $17.2(1)
Thomas J. Snyder 1999 $295.0 $292.4 7,000 $13.8(2)
President and Chief Operating Officer 1998 $275.0 $280.5 6,900 $ 9.7(2)
1997 $247.5 $292.3 -- $ 5.4(2)
David L. Harbert 1999 $275.0 $163.5 6,000 $17.7(3)
Executive Vice President 1998 $250.0 $153.0 6,300 $15.8(3)
and Chief Financial Officer 1997 $235.0 $166.0 -- $ 7.5(3)
Joseph P. Felicelli (4) 1999 $235.0 $ 92.4 5,000 $13.7(5)
Group Vice President, Aftermarket 1998 $193.3 $115.3 5,500 $ 8.8(5)
1997 -- -- -- --
Susan E. Goldy (6) 1999 $230.0 $136.7 3,500 $23.1(7)
Vice President and General Counsel 1998 $225.2 $125.3 5,300 $22.6(7)
1997 $108.1 $ 59.5 -- $ 7.1(7)
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) "All Other Compensation" for Mr. Sperlich in fiscal years 1999, 1998 and
1997, respectively, includes the following: (i) $5,509, $1,375 and $963 in
matching contributions under the Company's 401(k) Plan; (ii) $2,000, $3,146
and $2,292 in salaried medical retiree benefits; and (iii) $16,385, $25,040
and $13,986 in premiums paid under a life insurance policy.
(2) "All Other Compensation" for Mr. Snyder in fiscal years 1999, 1998 and
1997, respectively, includes the following: (i) $5,875, $2,578 and $2,236
in matching contributions under the Company's 401(k) Plan; and (ii) $7,947,
$7,139 and $3,197 in premiums paid under a life insurance policy.
8
<PAGE>
(3) "All Other Compensation" for Mr. Harbert in fiscal years 1999, 1998 and
1997, respectively, includes the following: (i) $8,253, $2,406 and $2,150
in matching contributions under the Company's 401(k) Plan; (ii) $2,000,
$3,042 and $2,167 in salaried medical retiree benefits; and (iii) $7,433,
$10,302 and $3,197 in premiums paid under a life insurance policy.
(4) Mr. Felicelli joined the Company in September 1997.
(5) "All Other Compensation" for Mr. Felicelli in fiscal years 1999 and 1998,
respectively, includes the following: (i) $6,919 and $3,850 in matching
contributions under the Company's 401(k) Plan; (ii) $2,000 and $2,000 in
salaried medical retiree benefits; and (iii) $4,759 and $2,967 in premiums
paid under a life insurance policy.
(6) Ms. Goldy joined the Company in February 1997.
(7) "All Other Compensation" for Ms. Goldy includes the following: (i) $4,211
and $3,097 in matching contributions under the Company's 401(k) Plan in
fiscal years 1999 and 1998, respectively; (ii) $2,000 and $2,700 in
salaried medical retiree benefits in fiscal years 1999 and 1998,
respectively; (iii) $2,240 and $1,567 in premiums paid under a life
insurance policy in fiscal years 1999 and 1998, respectively; and (iv)
$14,622, $15,233 and $7,137 in living allowances in fiscal years 1999, 1998
and 1997, respectively.
Stock Options
The following table sets forth information regarding 1999 fiscal year-end option
values for each of the executive officers named below:
1999 Aggregated Option/SAR Exercises
and Year-End Option/SAR Value
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Number of Unexercised Value of Unexercised
Shares Value Options/SARs at Year-End In-the-Money Options/
Acquired on Realized (# of Shares) SARs at Year-End(1) ($)
---------------------------- -------------------------------
Name Exercise (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Harold K. Sperlich 0 0 1,380 12,520 0 0
Thomas J. Snyder 0 0 1,380 12,520 0 0
David L. Harbert 0 0 1,260 11,040 0 0
Joseph P. Felicelli 0 0 1,100 9,400 0 0
Susan E. Goldy 0 0 1,060 7,740 0 0
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) These year-end values represent the difference between the fair market
value of common stock subject to options (based on the stock's closing
price on the New York Stock Exchange on July 31, 1999) and the exercise
prices of the options. "In-the-money" means that the fair market value of
the stock is greater than the option's exercise price on the valuation
date.
9
<PAGE>
The following table sets forth information regarding stock options granted under
the 1997 Stock-Based Incentive Compensation Plan during the fiscal year 1999 to
the executive officers of the Company named below:
<TABLE>
<CAPTION>
1999 Option/SAR Grants
- ----------------------------------------------------------------------------------------------------------------------------
Individual Grants
----------------------------------------------------------------------
Number of Securities % of Total
Underlying Options/SARs Exercise or Grant Date
Options/SARs Granted to Base Price Expiration Value(2)
Granted(1) (#) Employees ($/Share) Date ($)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Harold K. Sperlich 7,000 3.12% $11.75 12/04/08 $38,150
Thomas J. Snyder 7,000 3.12% $11.75 12/04/08 $38,150
David L. Harbert 6,000 2.68% $11.75 12/04/08 $32,700
Joseph P. Felicelli 5,000 2.23% $11.75 12/04/08 $27,250
Susan E. Goldy 3,500 1.56% $11.75 12/04/08 $19,075
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Options become exercisable at a rate of 20% each year, beginning
December 4, 1999.
(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 $5.45 based on the following defined option
terms and assumptions: (a) a stock price of $11.75; (b) an exercise price
of $11.75; (c) an expected life of 8 years; (d) an estimated risk-free
interest rate of 5.00%; (e) a dividend yield of 0% representing the stock's
current yield; and (f) an estimated stock price volatility rate of .300.
================================================================================
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 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.
10
<PAGE>
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 lesser 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, 1999 for each of the named
executive officers of the Company were Harold K. Sperlich - 5 years; Thomas J.
Snyder - 37 years; David L. Harbert - 5 years; Joseph P. Felicelli - 2 years;
and Susan E. Goldy - 2.6 years.
DRA established the Delco Remy America, 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.
11
<PAGE>
<TABLE>
<CAPTION>
Estimated Annual Retirement Benefits (in dollars)
- ---------------------------------------------------------------------------------------------
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>
================================================================================
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 20% 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. 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 $10,000 (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.
12
<PAGE>
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, 1,224,000
shares of Common Stock may be subject to awards, and no more than 85,680 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 Section 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.
13
<PAGE>
STOCK PERFORMANCE GRAPH
COMPARISON OF SEVEN QUARTER 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, 1997, through July 30, 1999.
<TABLE>
<CAPTION>
Cumulative Total Return
-------------------------------------------------------------------------
12/17/97 1/30/98 4/30/98 7/31/98 10/30/98 1/29/99 4/30/99 7/30/99
<S> <C> <C> <C> <C> <C> <C> <C> <C>
DELCO REMY INTERNATIONAL, INC. 100.00 105.21 133.33 116.67 93.23 78.65 81.77 85.42
S & P 500 100.00 101.53 115.14 116.07 113.79 132.53 138.28 137.61
S & P AUTO PARTS & EQUIPMENT 100.00 99.16 124.39 154.50 130.82 169.41 121.95 121.95
S & P TRUCK & PARTS 100.00 100.12 101.77 85.84 68.82 70.65 108.72 108.72
</TABLE>
* $100 INVESTED ON 12/17/97 IN STOCK OR ON 11/30/97 IN INDEX - INCLUDING
REINVESTMENT OF DIVIDENDS. FISCAL YEAR ENDING JULY 31.
14
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND DIRECTORS AND OFFICERS
The following table sets forth information as of October 1, 1999, 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 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
Common
Class A Common Stock (1) Stock Combined (1)
------------------------- ---------- ----------------------
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%
21001 Van Born Road
Taylor, MI 48180
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)............... 802,624 4.1% -- 802,624 3.1%
Thomas J. Snyder (3)(5)................. 426,160 2.2% -- 426,160 1.6%
David L. Harbert (3).................... 147,520 * -- 147,520 *
Joseph P. Felicelli (3)................. 53,700 * -- 53,700 *
Susan E. Goldy (3)...................... 55,720 * -- 55,720 *
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....................... 77,280 * -- 77,280 *
All directors and executive
officers as a group
(14 persons) (3)........................ 3,089,969 15.6% -- 3,089,969 11.8%
</TABLE>
* Represents less than 1%
(1) Does not include up to 1,324,000 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, 1999, as
follows: Harold K. Sperlich - 4,160
15
<PAGE>
shares; Thomas J. Snyder - 4,160 shares; David L. Harbert - 3,720 shares;
Joseph P. Felicelli - 3,200 shares; Susan E. Goldy -2,820 shares; Roderick
English - 3,000 shares; David E. Stoll - 1,400 shares; Patrick C. Mobouck -
3,220 shares; and Richard L. Stanley - 2,760 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.
================================================================================
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: 57
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: 53
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: 45
Roderick English, Sr. Vice President, Human Resources and Communications. Mr.
English has been Senior Vice President of Human Resources and Communications
since November 1997. Prior to that Mr. English had been Senior Vice President
of Human Resources and
16
<PAGE>
Communications at Delco Remy America since the Company's inception in 1994. Mr.
English joined the Delco Remy Division of GM in 1976 and became Plant Manager of
plant 17 in 1992. Prior to that, Mr. English served as Divisional Manager of
Labor Relations since 1989. Age: 47
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 1988, most recently as Managing Director-
Europe, Middle East and Africa. Age: 45
Richard L. Stanley, President, Delco Remy America. Mr. Stanley has been
President of Delco Remy America since November 1998. Prior to that, Mr. Stanley
had been Senior Vice President, Automotive Systems since the Company's inception
in 1994. Mr. Stanley joined the Delco Remy Division of GM in 1978, serving most
recently as Director of Customer Programs since 1992 and as European Chief
Engineer since 1988. Age 43
================================================================================
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 1999.
================================================================================
EMPLOYMENT AGREEMENT
The Company has entered into an Employment Agreement with Thomas J. Snyder which
provides for his employment until 2000. Mr. Snyder's agreement will
automatically extend for successive additional 12-month periods after July 2000
until notice by either the Company or Mr. Snyder. Mr. Snyder receives an annual
base salary of $295,000, 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.
17
<PAGE>
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.
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.
18
<PAGE>
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 19, 1999
19
<PAGE>
DELCO REMY INTERNATIONAL, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 16, 1999
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 New York Marriott Marquis Hotel, 1535
Broadway, New York, New York 10036, on December 16, 1999 at 11:00 a.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* WITHHELD 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 ______________________________________________________________
