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For Further Information:
Media: Judy Brennan (Sard Verbinnen & Co) 212-687-8080
Investor Frank E. Emery (Watkins-Johnson) 650-813-2752
Contact:
For immediate release--
WATKINS-JOHNSON ANNOUNCES POLLS TO REMAIN OPEN ON
PROPOSALS TO ABOLISH SUPER-MAJORITY VOTING REQUIREMENTS
PALO ALTO, Calif. May 24, 1999 -- Watkins-Johnson (NYSE: WJ), a high technology
company in wireless communications and semiconductor equipment, announced that
it will keep polls open until 11:00 a.m. California time on Friday, June 11,
1999 for shareowners to vote on two proposals to abolish super-majority
shareholder and director voting requirements. The proposals would reduce to a
simple majority the vote required to approve important corporate decisions,
including merging or selling the company.
In each case, the overwhelming majority of the shares voted were voted in favor
of each proposal. However, the votes fell short of the required approval level
of 80% of the shares outstanding. In the case of the proposal to eliminate
super-majority shareowner voting, approximately 76% of the outstanding shares
voted have so far voted in favor, and in the case of the proposal to eliminate
super-majority director voting, approximately 67% of the outstanding shares
voted have so far voted in favor. Both of these proposals were non-discretionary
items for the purposes of brokers voting the shares of their clients, and
approximately 20% of the outstanding shares have not yet voted on either
proposal.
The company noted that its Board of Directors has unanimously recommended the
elimination of these super-majority voting requirements in order to enhance the
company's ability to pursue possible transactions which its Board and a majority
of shareowners support. On March 1, 1999, the company announced that its Board
of Directors decided to pursue the sale of the company in its entirety or as
separate businesses.
- more -
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Watkins-Johnson Company, page 2
Watkins-Johnson Co. specializes in two high-technology business areas. WJ's
wireless-communications units produce radio-frequency components, subassemblies
and equipment for fixed and mobile networks worldwide. The company's
Semiconductor Equipment Group produces atmospheric pressure chemical vapor
deposition systems for high-volume integrated-circuit manufacturing. For
additional information please see http://www.wj.com.
Forward-looking Statements
This news release, other than the historical financial information, consists of
forward-looking statements that involve risks and uncertainties, including the
outcome of the shareowner vote on the two still-pending proposals referred to in
this press release, the risks of consummation of the sale of the company or its
component businesses, quarterly fluctuations in results, the timely availability
of new products, the impact of competitive products and pricing, and the other
risks detailed from time to time in the company's SEC reports, including the
report on Form 10-K for the year ended December 31, 1998. Actual results may
vary materially.
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