SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
[ ] Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Watkins-Johnson Company
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
Information Contact:
Frank E. Emery (Watkins-Johnson) 650-813-2752
Judy Brennan (Sard Verbinnen & Co) 212-687-8080
FOR IMMEDIATE RELEASE
WATKINS-JOHNSON DECLARES DIVIDEND
Palo Alto, Calif., February 22, 1999. Watkins-Johnson Company (NYSE:WJ) today
announced its one hundred first consecutive quarterly cash dividend.
The company's board of directors declared a dividend of 12 cents per share,
payable on March 25, 1999, on all shares of record as of the close of business
on March 11, 1999.
Watkins-Johnson Company, headquartered in Palo Alto, California, specializes in
two high-technology business areas. WJ's wireless-communications units produce
radio-frequency components, subassemblies and receiver equipment for fixed and
mobile networks worldwide. The company's Semiconductor Equipment Group produces
atmospheric-pressure dielectric chemical-vapor-deposition systems for
high-volume integrated-circuit manufacturing.
- more -
<PAGE>
CERTAIN INFORMATION CONCERNING PARTICIPANTS
The following individuals, all of whom are directors of Watkins-Johnson Company,
may be deemed participants in the solicitation of proxies on behalf of
Watkins-Johnson's Board of Directors: Dean A. Watkins (Chairman of the Board of
Directors of Watkins-Johnson); H. Richard Johnson (Vice Chairman of the Board of
Directors of Watkins-Johnson); W. Keith Kennedy, Jr. (President and Chief
Executive Officer of Watkins-Johnson); John J. Hartmann (Financial Consultant);
Raymond F. O'Brien (Business Consultant); William R. Graham (Chairman of the
Board and President, National Security Research, Inc.); Gary M. Cusumano
(President, The Newhall Land and Farming Company); and Robert L. Prestel
(Business and Management Consultant).
Dr. Watkins is the beneficial owner of 258,020 shares of Watkins-Johnson's
Common Stock individually and through the Watkins Trust (including 9,000 shares
subject to stock options exercisable within 60 days of December 31, 1998). Dr.
Johnson is the beneficial owner of 39,259 shares of Common Stock, individually
and through the Johnson Family Trust (including 9,000 shares subject to stock
options exercisable within 60 days of December 31, 1998). Dr. Kennedy is the
beneficial owner of 353,091 shares (including 282,200 shares subject to stock
options exercisable within 60 days of December 31, 1998). Mr. Hartmann is the
direct beneficial owner of 20,120 shares (including 19,520 shares subject to
stock options exercisable within 60 days of December 31, 1998). Mr. O'Brien is
the direct beneficial owner of 22,420 shares (including 16,420 shares subject to
stock options exercisable within 60 days of December 31, 1998). Dr. Graham is
the beneficial owner of 26,950 shares, individually and through his spouse
(including 26,650 shares subject to stock options exercisable within 60 days of
December 31, 1998). Mr. Cusumano is the direct beneficial owner of 12,993 shares
(including 12,493 shares subject to stock options exercisable within 60 days of
December 31, 1998). Mr. Prestel is the direct beneficial owner of 12,793 shares
(including 12,493 shares subject to stock options exercisable within 60 days of
December 31, 1998). The foregoing share ownership numbers are as of December 31,
1998.
Dr. Kennedy is a party to an employment agreement with Watkins-Johnson which
provides for employment until March 2001. The employment agreement provides for,
among other things, certain payments and the continuation of certain benefits
upon a "change in control" of Watkins-Johnson as defined in such agreement.
Drs. Watkins and Johnson are parties to consulting agreements with the Company.
Under the agreements, Drs. Watkins and Johnson receive annual fees of $265,000
and $125,000, respectively, in addition to their regular directors' fees
described below.
Each Watkins-Johnson nonemployee director receives an annual fee of $21,600 and
a fee of $300 for attending each meeting of the Board of Directors or Committee
of the Board of Directors.
Each nonemployee director also participates in Watkins-Johnson's 1989 Stock
Option Plan for Nonemployee Directors (the "Nonemployee Directors Plan"). The
Nonemployee Directors Plan provides for each nonemployee director to receive a
stock option to purchase 3,000 shares of Common Stock annually. In addition, the
Nonemployee Directors Plan provides that new directors will, upon election by
the shareowners, receive an automatic, one-time option grant to purchase 3,000
shares of Common Stock.
Watkins-Johnson's directors' retirement plan provides that each director who has
completed at least five years of active service as a director, upon retirement
from the Board, will receive one-half of his or her quarterly fee as director
for a period of years not to exceed one-half of the years of service as a
director after April 8, 1995.
# # #
