<PAGE>
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
/ / 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
WOODHEAD INDUSTRIES, 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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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>
[LOGO]
December 21, 1995
Dear Stockholder:
You are cordially invited to attend the 1996 Annual Meeting of Stockholders. The
meeting will be held at Marriott's Lincolnshire Resort, 10 Marriott Drive,
Lincolnshire, Illinois at 10:00 a.m. on Friday, January 26, 1996. After the
business session, we will report on current operations and other matters of
importance.
The formal Notice and Proxy Statement appear on the following pages and contain
details of the business to be conducted at the meeting. In addition to the
election of two directors, you will be asked to ratify the appointment of the
independent public accountants.
Lincolnshire is a northern suburb of Chicago and Marriott's Lincolnshire Resort
is located just west of the Illinois Tollway at the intersection of Milwaukee
Avenue (Rt. 21) and Half Day Road (Rt. 22).
Your vote is very important regardless of the number of shares you own. We hope
you can attend the meeting. However, whether or not you plan to attend, please
sign, date and return the accompanying proxy card as soon as possible. The
enclosed envelope requires no postage if mailed in the United States. If you
attend the meeting, you may revoke your proxy if you wish and vote personally.
Sincerely,
[SIGNATURE]
Alan Reed
CHAIRMAN
<PAGE>
[LOGO]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JANUARY 26, 1996
TO OUR STOCKHOLDERS:
The Annual Meeting of the Stockholders of Woodhead Industries, Inc. (the
"Company") will be held at Marriott's Lincolnshire Resort, 10 Marriott Drive,
Lincolnshire, Illinois on Friday, January 26, 1996 at 10:00 a.m., Chicago time,
to consider and take action upon the following matters which are described more
fully in the enclosed Proxy Statement:
1. The election of two directors;
2. The ratification of the appointment of Arthur Andersen LLP as
independent public accountants of the Company; and
3. The transaction of such other business as may properly come before the
meeting.
The Board of Directors has fixed December 1, 1995 as the record date for the
determination of the stockholders entitled to notice of and to vote at the
meeting and at any adjournment or postponement thereof. A list of such
stockholders will be available for examination by any stockholder at the
principal office of the Company, 2150 East Lake Cook Road, Suite 400, Buffalo
Grove, Illinois, for a period of ten days prior to the meeting and at the
meeting.
The Board of Directors has authorized the solicitation of proxies. Unless
otherwise directed, the proxies will be voted FOR the election of the two
persons listed in the attached Proxy Statement; FOR the ratification of the
appointment of independent public accountants; and on any other business that
may properly come before the Annual Meeting as the named proxies in their best
judgment shall decide.
[SIGNATURE]
Robert J. Tortorello
SECRETARY
Buffalo Grove, Illinois
December 21, 1995
<PAGE>
[LOGO]
PROXY STATEMENT
Buffalo Grove, Illinois
December 21, 1995
TO THE STOCKHOLDERS OF WOODHEAD INDUSTRIES, INC.
The accompanying proxy is solicited by and on behalf of the Board of Directors
of Woodhead Industries, Inc., 2150 East Lake Cook Road, Suite 400, Buffalo
Grove, Illinois 60089, for use at the Annual Meeting of Stockholders of the
Company to be held January 26, 1996 and at any adjournments or postponements of
such meeting. This proxy statement and accompanying proxy, along with the
Company's Annual Report to Stockholders, are first being sent to stockholders on
or about December 21, 1995.
Any stockholder giving a proxy has the power to revoke it at any time before it
is voted. Proxies may be revoked by filing with the Secretary of the Company
written notice of revocation bearing a later date than the proxy, by duly
executing a subsequently dated proxy relating to the same shares of Common Stock
and delivering it to the Secretary of the Company or by attending the Annual
Meeting and voting in person. Attendance at the Annual Meeting will not in and
of itself constitute revocation of a proxy. Any subsequently dated proxy or
written notice revoking a proxy should be sent to the Secretary of the Company
at Woodhead Industries, Inc., 2150 East Lake Cook Road, Suite 400, Buffalo
Grove, Illinois 60089.
SHARES OUTSTANDING AND VOTING RIGHTS
Only stockholders of record at the close of business on December 1, 1995 are
entitled to vote at the meeting. On that date the Company had outstanding
10,382,079 shares of Common Stock, each of which is entitled to one vote.
Stockholders do not have cumulative voting rights with respect to the election
of directors.
The matters to be considered and acted upon at such meeting are referred to in
the preceding Notice and are more fully discussed below. All shares represented
by proxies which are returned properly signed will be voted as specified on the
proxy. If choices are not specified on the proxy, the shares will be voted as
recommended by the Board. The Company's By-laws require that the holders of a
majority of the total number of shares issued and outstanding be represented in
person or by proxy in order for the business of the meeting to be transacted.
Abstentions and broker non-votes will be counted in the determination of whether
a quorum exists.
ITEM 1
ELECTION OF DIRECTORS
NOMINEES AND CONTINUING DIRECTORS
The Company's By-laws provide that the Board of Directors shall consist of no
more than nine directors, but no less than five directors divided into three
classes, the classes to be as nearly equal in number as possible. The Board of
Directors currently consists of eight members.
Class III, to be elected at this meeting, consists of two directors to serve
until the 1999 Annual Meeting of Stockholders or until their successors have
been elected and qualified. The nominees, Daniel T. Carroll and Robert D.
Tuttle, are the current members of Class III and their terms expire at this
meeting. Shares represented by proxies which are returned properly signed will
be voted for the nominees unless the
<PAGE>
stockholder indicates on the proxy that authority to vote the shares is
withheld. Each of the nominees has consented to serve as a director if elected.
Although it is not anticipated, if any of the nominees should be unable or
unwilling to serve as a director, it is intended that the proxies will be voted
for such other person or persons, if any, as the Board of Directors may
determine.
The affirmative vote of the majority of shares present in person or represented
by proxy at the annual meeting and entitled to vote is required to elect
directors. Abstentions and broker non-votes will have the same effect as a no
vote.
The following sets forth certain information with respect to the nominees as
well as to those directors in Classes I and II whose terms continue after the
meeting.
The management nominees for director are:
<TABLE>
<CAPTION>
Principal Occupation Director Term to
Name of Nominee or Employment Age Since Expire
- ------------------------------------ -------------------------------------------- --- ------------- ---------
<S> <C> <C> <C> <C>
Class III
Daniel T. Carroll (A)(E)............ Chairman and President, The Carroll Group, 69 Jan. 1987 1996
Inc.
Robert D. Tuttle (E)(C)............. Retired Chairman and Chief Executive 70 Sept. 1978 1996
Officer, SPX Corporation
Those directors whose terms do not expire this year are:
Class I
Charles W. Denny (C)(N)............. President and Chief Executive Officer, 59 Feb. 1993 1997
Schneider North America and President and
Chief Operating Officer, Square D Company
C. Mark DeWinter (E)................ President and Chief Executive Officer of the 53 Jan. 1988 1997
Company
Alan Reed (N)....................... Chairman of the Company 66 Apr. 1978 1997
Class II
Dale A. Miller (A)(N)............... President and Chief Executive Officer, 48 Apr. 1993 1998
Sandoz Agro, Inc. and Sandoz Agro, Ltd.
Richard A. Virzi (C)(E)............. Retired President and Chief Executive 68 July 1988 1998
Officer, A. M. Castle & Co.
Ward M. Woodhead (A)(N)............. Vice President, A. C. Nielsen Company 56 Jan. 1987 1998
</TABLE>
- ------------------------
(A) Member of Audit Committee
(C) Member of Compensation and Stock Option Committee
(E) Member of Executive Committee
(N) Member of Nominating Committee
2
<PAGE>
Mr. Daniel T. Carroll, Chairman and President of The Carroll Group, Inc., has
served in that position since 1982. He currently serves as a director of A. M.
Castle & Co.; American Woodmark Corp.; Aon Corporation; Comshare, Inc.; DeSoto,
Inc.; Diebold, Inc.; Michigan National Corporation; Oshkosh Truck Corporation;
UDC Homes, Inc.; and Wolverine World Wide, Inc. The Carroll Group, Inc. is a
management consulting firm.
Mr. Robert D. Tuttle retired as SPX Corporation's Chairman of the Board in 1991
and Chief Executive Officer in 1990. He had served in these positions since
1985. Mr. Tuttle is a director of CMS Energy Corporation, Guardsman Products,
Inc., and Walbro Corporation. SPX Corporation is a manufacturer and distributor
of components for automotive and heavy-duty transportation equipment in both the
United States and international markets.
Mr. Charles W. Denny has been President and Chief Operating Officer of Square D
Company and President and Chief Executive Officer of Schneider North America
since 1992, having served as Executive Vice President and Chief Operating
Officer of Square D since 1991. Prior to that he had served as Executive Vice
President, Electrical Distribution Sector for Square D Company. He currently
serves as a director of Cherry Corporation. Square D Company is one of North
America's largest manufacturers of quality electrical power control and
distribution products.
Mr. C. Mark DeWinter, President and Chief Executive Officer of the Company, was
elected to that position in July 1993, having been President and Chief Operating
Officer since May 1987.
Mr. Dale A. Miller has been President and Chief Executive Officer of Sandoz
Agro, Inc. and Sandoz Agro, Ltd. for over 5 years. Sandoz Agro, Inc. is a large
international manufacturer of specialty agricultural chemicals.
Mr. Richard A. Virzi retired as President and Chief Executive Officer of A. M.
Castle & Co. in 1990, positions he had held since 1977. Mr. Virzi also is a
director of A. M. Castle & Co., one of the nation's leading suppliers of
specialty and high technology metals.
Mr. Ward M. Woodhead, Vice President, Media Research and National Sales Manager
- -Central Territory for A. C. Nielsen Company, has held these positions since
1982. A. C. Nielsen Company, a division of Dun & Bradstreet, is a marketing
research firm.
Mr. Alan Reed currently serves as the Company's Chairman of the Board, a
position he has held since 1987. He is also the President of Firstlight, Inc., a
management consulting firm started by Mr. Reed upon his retirement from the
Company in 1994. Prior to his retirement, Mr. Reed was the Company's Chief
Executive Officer from 1986 to 1993. Mr. Reed also serves as a director of
Mutual of America.
INFORMATION CONCERNING THE BOARD AND ITS COMMITTEES
BOARD OF DIRECTORS
The Board normally considers dividend action in January, April, July and
October. At its October meeting it reviews the results of operations for the
fiscal year just ended and the Company's operating plan for the year ahead as
well as the capital budget for the ensuing year.
In fiscal 1995 there were five meetings of the Board of Directors. All directors
were present for 75% or more of the total number of meetings of the Board of
Directors and Committees of the Board on which they serve.
3
<PAGE>
COMMITTEES OF THE BOARD
The committees established by the Board to assist it in the discharge of its
responsibilities are the Audit Committee, Compensation and Stock Option
Committee, Executive Committee, and Nominating Committee. These committees and
the principal responsibilities of each are described below. Respective
memberships on the various committees are identified in the list of directors in
this Proxy Statement.
The Audit Committee currently consists of three directors who are not employees
of the Company ("non-employee directors"). This Committee reviews the results
and costs of audits by the Company's outside auditors. Each year the Committee
recommends the appointment of an independent public accounting firm.
Periodically it meets with representatives of that firm and with the Company's
management. It also reviews and monitors policies established to prevent
unethical, questionable or illegal activities by those associated with the
Company. The Audit Committee held three meetings during fiscal 1995.
The Compensation and Stock Option Committee consists of three non-employee
directors. This Committee makes recommendations to the Board of Directors as to
the salaries of the Company's officers as well as incentive plans and other
forms of compensation. This Committee also grants stock options to management
personnel and key employees of the Company and its subsidiaries, and maintains
administrative authority with respect to the Woodhead Industries, Inc. Stock
Compensation Plans. The Compensation and Stock Option Committee held two
meetings during fiscal 1995.
The Executive Committee, comprised of four directors, exercises the authority of
the Board of Directors in certain matters subject to the final approval of the
entire Board. The Committee meets periodically to discuss and review matters of
interest to the Board. The Executive Committee held one meeting during fiscal
1995.
The Nominating Committee, comprised of four directors, reviews the
qualifications of possible directors and submits its recommendations to the
Board of Directors to fill board vacancies. This committee also reviews and
recommends board committee assignments. The Nominating Committee held one
meeting during fiscal 1995.
The Company's By-laws provide that nominations for the election of directors may
be made by the Board of Directors or a committee appointed by the Board of
Directors. In addition, the By-laws provide a procedure for stockholder
nominations. Stockholders intending to nominate director candidates for election
must deliver written notice thereof to the Secretary of the Company not later
than (i) with respect to an election to be held at an annual meeting of
stockholders, 90 days in advance of such meeting, and (ii) with respect to an
election to be held at a special meeting of stockholders, the close of business
on the seventh day following the date on which notice of such meeting is first
given to stockholders. Stockholders wishing to make such nominations may contact
the Secretary of the Company to determine the proposed date of such annual
meeting. The By-laws further provide that the notice shall set forth certain
information concerning such stockholder and his nominee(s), including their
names and addresses, a representation that the stockholder is entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice, a description of all
arrangements or understandings between the stockholder and each nominee, such
other information as would be required to be included in a proxy statement
soliciting proxies for the election of the nominees of such stockholder and the
consent of each nominee to serve as a director of the Company if so elected. The
chairman of the meeting may refuse to acknowledge the nomination of any person
not made in compliance with the foregoing procedure.
4
<PAGE>
DIRECTORS' COMPENSATION
Directors who are officers of the Company receive no additional compensation for
service on the Board of Directors or any committee thereof or on any Company
committee. Non-employee directors each receive an annual retainer of $17,000
plus an additional $900 for attendance at each meeting of the Board or a
committee of the Board.
Under a deferred compensation arrangement, non-employee directors may elect to
defer payment of their annual retainers and fees until termination of their
services as directors. Deferred amounts accrue interest at the Federal Reserve
Discount Rate until paid. A retired non-employee director who has served at
least five years and has retired from the Board and his principal occupation at
age 62 or older will receive an annual retainer for life based on the annual
retainer in effect at the time of retirement. The Company has established a
trust to ensure payment to all directors of their deferred compensation and
retirement benefits.
The 1990 Directors Stock Option Plan provided for three automatic annual grants
of stock options to each non-employee director who was serving on the Board of
Directors at the time of such grants. No further grants may be made under this
plan. Each annual grant (which became exercisable six months following its grant
date) entitles the participant to purchase from the Company up to 1,500 shares
of Common Stock (subject to adjustment pursuant to the 1990 Directors Plan) at
the fair market value of the Common Stock on the grant date. Directors' stock
options expire five years after the date they were granted, or at such earlier
date as provided in the 1990 Directors Plan.
The 1993 Directors Stock Option Plan provides for automatic annual grants of
stock options on October 27, 1993, October 25, 1994 and October 24, 1995 to each
non-employee director who is serving on the Board of Directors on those grant
dates. Each annual grant (which becomes exercisable six months following its
grant date) entitles the participant to purchase from the Company up to 1,500
shares of Common Stock (subject to adjustment pursuant to the 1993 Directors
Plan) at the fair market value of the Common Stock on the grant date. Directors'
stock options expire five years after the date they were granted, or at such
earlier date as provided in the 1993 Directors Plan. Options were granted for
9,000 shares on October 25, 1994 with an exercise price of $14.00.
During 1995 Mr. Tuttle exercised options for 2,250 shares with an exercise price
of $9.33 per share and 2,250 shares with an exercise price of $10.33 per share.
Mr. Virzi exercised an option for 4,500 shares with an exercise price of $4.25
per share. At the time of these exercises the fair market value of the stock was
$12.88, $12.88, and $13.75, respectively.
5
<PAGE>
STOCK OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS
MANAGEMENT
The following table sets forth the number of shares of the Company's Common
Stock beneficially owned as of December 1, 1995, by each director, each
executive officer named in the Summary Compensation Table and all directors and
executive officers as a group.
<TABLE>
<CAPTION>
Number of Shares Percent of
Beneficially Owned(1)(2) Class
------------------------- ----------
<S> <C> <C>
Daniel T. Carroll.................................... 21,000 *
C. Mark DeWinter..................................... 325,500(3) 3.1%
Charles W. Denny..................................... 5,250 *
Robert G. Jennings................................... 138,967(4) 1.3%
Dale A. Miller....................................... 5,250(5) *
Robert A. Moulton.................................... 84,000 *
Joseph P. Nogal...................................... 36,000(5) *
Alan Reed............................................ 229,185 2.2%
Robert J. Tortorello................................. 103,500(5) 1.0%
Robert D. Tuttle..................................... 34,500(5) *
Richard A. Virzi..................................... 24,000 *
Ward M. Woodhead..................................... 642,000(4)(6) 6.2%
All directors and executive officers as a group (12 1,649,152 15.9%
persons) including above-named......................
</TABLE>
- ------------------------
* Less than 1%.
(1) Except as otherwise indicated, each director and executive officer has sole
voting and investment power over the shares he beneficially owns.
(2) Includes shares which may be acquired within 60 days pursuant to option
grants as follows: Mr. Carroll -- 13,500 shares, Mr. DeWinter -- 285,000
shares, Mr. Denny -- 4,500 shares, Mr. Jennings -- 116,950 shares, Mr.
Miller -- 4,500 shares, Mr. Moulton -- 79,500 shares, Mr. Nogal -- 33,000
shares, Mr. Reed -- 204,000 shares, Mr. Tortorello -- 98,000 shares, Mr.
Virzi -- 13,500 shares, Mr. Woodhead -- 4,500 shares, and all directors and
officers as a group -- 856,950 shares. Stock options carry no voting or
investment rights.
(3) Includes 30,000 shares granted as a restricted stock award under the 1990
Stock Awards Plan. These shares vest on July 28, 2000. Mr. DeWinter has the
right to vote such shares.
(4) Excludes, in aggregate, 20,485 shares owned by family members sharing the
same household of the following officers and directors for which such
officers and directors disclaim any beneficial ownership: Mr. Jennings --
900 shares, and Mr. Woodhead -- 19,585 shares.
(5) Shared voting and investment power as follows: Mr. Miller -- 750 shares, Mr.
Nogal -- 3,000 shares, Mr. Tortorello -- 5,500 shares, and Mr. Tuttle --
34,500 shares.
(6) Includes 600,000 shares held in a family trust for which Mr. Woodhead's
family has shared voting and investment power with the Harris Trust and
Savings Bank.
6
<PAGE>
OTHER BENEFICIAL OWNERS
The following table shows persons or groups who are known to the Company to be
beneficial owners of more than 5% of the outstanding Common Stock of the Company
as of December 1, 1995:
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class
- ----------------------------------------------------------------------- --------------------- -----------
<S> <C> <C>
Neuberger & Berman .................................................... 1,104,840(1) 10.6
605 Third Avenue
New York, New York 10158
Prudential Insurance Co. of America ................................... 796,900(2) 7.7
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102
Ward M. Woodhead ...................................................... 642,000(3)(4) 6.2
341 Rosewood Avenue
Winnetka, Illinois 60093
Harris Bankcorp, Inc. ................................................ 600,000(4) 5.8
111 West Monroe Street
Chicago, Illinois 60690
Putnam Investments, Inc. ............................................. 571,900(5) 5.5
One Post Office Square
Boston, Massachusetts 02109
</TABLE>
- ------------------------
(1) Information provided by Neuberger & Berman indicates that Neuberger & Berman
has sole voting power as to 954,090 shares and shared dispositive power as
to 1,104,840 shares.
(2) Information provided by Prudential Insurance Co. of America indicates that
Prudential Insurance Co. of America has sole voting and dispositive power as
to 532,000 shares and shared voting and dispositive power as to 264,900
shares.
(3) Information provided by Ward Woodhead and stockholder records indicate that
Ward Woodhead has shared voting and dispositive power as to 600,000 shares
as stated in footnote 4, and sole voting and dispositive power as to 42,000
shares.
(4) Information provided by the Harris Trust & Savings Bank indicates that such
bank has shared voting and dispositive power (subject to the approval of the
majority of the children of Daniel Woodhead, Jr. and Elizabeth Moon
Woodhead) as co-trustee as to 600,000 shares.
(5) Information provided by Putnam Investments, Inc. indicates that Putnam
Investments, Inc. has shared voting power as to 191,900 shares and shared
dispositive power as to 571,900 shares.
7
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the compensation received by the Chief Executive
Officer and the four other most highly compensated executive officers of the
Company (the "Named Executives") for services to the Company and its
subsidiaries during the last three fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
------------------------- Long Term Compensation
Other ----------------------
Annual Restricted All Other
Compen- Stock Compensa-
Name and Principal Salary Bonus sation Awards(2) Options(3) tion(4)
Position Year ($) ($) ($) ($) (#) ($)
- -------------------------- ---- ------- ------- ------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
C. Mark DeWinter 1995 280,000 210,000 (1) 0 37,500 12,446
President & C.E.O. 1994 250,000 187,500 (1) 0 34,500 17,741
1993 211,635 175,000 (1) 300,000 60,000 12,522
R. G. Jennings 1995 149,000 111,750 (1) 0 12,750 12,689
Vice President Finance & 1994 143,420 110,760 (1) 0 12,750 12,037
C.F.O. 1993 135,846 99,400 (1) 0 25,500 9,338
R. J. Tortorello 1995 131,000 75,980 (1) 0 8,250 11,677
Vice President, General 1994 127,648 76,003 (1) 0 8,250 11,226
Counsel, Corp. Secretary 1993 121,154 68,040 (1) 0 16,500 8,696
R. A. Moulton 1995 107,000 62,060 (1) 0 5,250 9,710
Vice President, 1994 103,000 62,130 (1) 0 5,250 9,377
Human Resources 1993 97,000 55,620 (1) 0 10,500 7,394
J. P. Nogal 1995 104,000 60,320 (1) 0 5,250 9,601
Treasurer/Controller 1994 100,000 58,000 (1) 0 5,250 8,930
1993 90,000 48,600 (1) 0 10,500 6,631
</TABLE>
- ------------------------
(1) No disclosure is required in this column pursuant to applicable Securities
and Exchange Commission Regulations, as the aggregate value of perquisites
and other personal benefits covered by this column does not exceed the
lesser of $50,000, or 10% of the annual salary and bonus shown for each
respective Named Executive.
(2) Amounts in this column represent the fair market value on the date of grant.
Dividends on the restricted shares have been and will continue to be paid at
the same rate as paid to all shareholders. The aggregate number and value of
restricted shares for Mr. DeWinter, valued as of the last day of the fiscal
year, are 30,000 shares and $428,400, respectively.
(3) The number of shares granted in fiscal year 1993 has been adjusted to
reflect a 100% stock dividend in March 1993 and a 50% stock dividend in May
1995. The number of shares granted in fiscal years 1995 and 1994 was
adjusted to reflect the 50% stock dividend in May 1995.
(4) Reflects the amount of the Company's contribution to the Profit Sharing and
401(k) Plan.
8
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information on option grants in fiscal 1995 to
the Named Executives.
<TABLE>
<CAPTION>
Potential Realizable
Value
Individual Grants At Assumed Annual
- ------------------------------------------------------------------------------------------------ Rates Of
Percent Of Stock Price
Total Appreciation For
Options Option Term(2)
Options Granted To Exercise Or --------------------
Granted(1) Employees In Base Price(1) Expiration 5% 10%
Name (#) Fiscal 1995 ($/Share) Date ($) ($)
- --------------------------------- ----------- ----------------- ----------------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
C.M. DeWinter.................... 37,500 25.6% 9.33 10/25/04 220,050 557,611
R.G. Jennings.................... 12,750 8.7% 9.33 10/25/04 74,817 189,593
R.J. Tortorello.................. 8,250 5.6% 9.33 10/25/04 48,411 122,678
R.A. Moulton..................... 5,250 3.6% 9.33 10/25/04 30,807 78,068
J.P. Nogal....................... 5,250 3.6% 9.33 10/25/04 30,807 78,068
</TABLE>
- ------------------------
(1) All such options were granted on October 25, 1994 at fair market value on
such date and were not exercisable until October 25, 1995. The number of
shares granted and the exercise price were adjusted to reflect the 50% stock
dividend in May 1995.
(2) Amounts shown assume a 5% and 10% annual rate of appreciation on the price
of the Company's Common Stock throughout the option term. There can be no
assurance that the rate of appreciation assumed for purposes of this table
will be achieved. However, an increase of approximately $61 million and $154
million, respectively, in the "Potential Realizable Value" would be realized
by all shareholders under the prescribed 5% and 10% stock price appreciation
rates.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES
The following table sets forth information regarding stock option exercises
during fiscal 1995 and the unexercised options held as of the end of fiscal
1995.
<TABLE>
<CAPTION>
Number Of Unexercised Value of Unexercised
Shares Options At Fiscal In-The-Money Options
Acquired On Value Year End At Fiscal Year End(1)
Exercise Realized (#) ($)
Name (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
- -------------------------------- ------------- ----------- -------------------------- --------------------------
<S> <C> <C> <C> <C>
C.M. DeWinter................... 0 0 247,500/37,500 2,044,295/185,513
R.G. Jennings................... 4,300 43,166 104,200/12,750 899,220/ 63,074
R.J. Tortorello................. 1,000 9,710 89,750/ 8,250 787,920/ 40,813
R.A. Moulton.................... 3,000 27,120 74,250/ 5,250 684,911/ 25,972
J.P. Nogal...................... 0 0 27,750/ 5,250 207,391/ 25,972
</TABLE>
- ------------------------
(1) Value represents the fair market value as of the end of fiscal 1995 of the
shares subject to such options less the exercise price of such options.
9
<PAGE>
COMPENSATION AND STOCK OPTION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The Company's primary financial objective is to increase shareholder value. To
achieve this objective, the Company has created a comprehensive business
strategy. The purpose of the Compensation and Stock Option Committee of the
Board of Directors (the "Committee") is to establish and administer total
executive compensation policies which are aligned with the Company's strategic
business objectives. The Committee, which is composed entirely of non-employee
directors, recommends compensation actions for all corporate officers to the
Board of Directors for approval.
COMPENSATION PHILOSOPHY
There are certain guiding principles to which the Committee adheres in
structuring the compensation packages of key executives including the Named
Executives. These are:
PAY FOR PERFORMANCE -- A high percentage of executives' total compensation
is composed of short-term and long-term variable pay directly linked to the
performance of the Company. The Committee believes that this structure
aligns the executives' interests with the interest of the stockholders.
COMPETITIVENESS -- Total compensation programs are designed to provide
executives with an opportunity to earn at a level above the median industry
practices and market competitors, when Company performance exceeds industry
norms and that of its competitors. This enables the Company to significantly
challenge its management team.
EXECUTIVE OWNERSHIP -- A major component of variable pay is equity based
compensation. This links management's interests with stockholders' interests
and properly balances rewards for long-term vs. short-term results.
MANAGEMENT DEVELOPMENT -- Total compensation programs are designed to
attract and retain individuals with the leadership skills and other key
competencies required to shape the Company's future. This is based on the
belief that the Company's human resources can provide a competitive
advantage in the marketplace.
COMPONENTS OF EXECUTIVE PAY
The components of total pay for all executives are base salary, annual
incentives, long-term incentives, and benefits. The Committee annually reviews
total compensation for the Company's executives, as well as each component of
compensation. This involves a market comparison of compensation and changes in
compensation for equivalent positions in related industrial groups, including
companies of comparable size. Competitive data are provided by independent
compensation consultants at the request of the Committee.
BASE SALARY -- Base salary is generally set at a range of ten percent plus or
minus the median salary offered by companies of comparable size. An individual
executive's base salary, as well as increases, are based on the executive's
performance, experience, and reference to competitive rates for jobs with
comparable content. Actual salary adjustments for executives are determined on a
case by case basis and vary based on factors including performance, job content,
and pay position within a range, with no one factor given any particular
weighting.
ANNUAL INCENTIVES -- Under the Company's annual Management Incentive Plan, a
target annual incentive is established for all participants in the form of a
percentage of base salary. Target awards
10
<PAGE>
under the annual incentive plan vary from 20% to 50% of base salary, with the
maximum awards varying from 30% to 80% of base salary. The minimum award is 0%
of base salary. These targets provide executives with the opportunity to exceed
competitive annual incentive levels if the Company's performance significantly
exceeds standard industry benchmarks. Performance is measured against
predetermined financial goals as reviewed and approved by the Committee.
For the Chief Executive Officer and the Named Executives, incentive awards are
based on two equally weighted components. One is year-over-year growth in net
income and the other is return on stockholders' equity. Company performance is
measured against a predetermined scale with minimum thresholds applicable to
each performance component under which no portion of an incentive award is
earned. An absolute threshold, related to year-over-year growth in net income,
must be achieved before any incentive award may be earned by the Named
Executives.
LONG-TERM INCENTIVES -- Long-term incentives are provided in the form of stock
options and restricted stock under the 1993 Stock Awards Plan and predecessor
plans.
STOCK OPTIONS -- Incentive stock options or non-qualified stock options
may be granted to provide executives with the opportunity to acquire an
equity interest in the Company and to share in the appreciation of the
stock. Market surveys of long-term incentives are reviewed to establish
competitive practices. Management makes recommendations to the Committee on
the size of a grant, if any, for each executive based on the individual's
ability to affect financial performance, the executive's past performance,
and expectations of the executive's future contributions. All individual
stock option grants are reviewed and approved by the Committee. Normally
stock options are granted annually to executive officers and key management
personnel. The exercise price of such stock options has always been set at
the fair market value on the date of the grant. The Company has never
repriced any stock option grant.
RESTRICTED STOCK -- Restricted stock awards are intended to be a mechanism
for aligning management and stockholders' interests and to insure retention
of key selected executives. The Company's long-term performance ultimately
determines the compensation value derived from restricted stock, since the
value is dependent on the long-term growth of the Company's stock price.
Only one restricted stock award, as reflected in the Summary Compensation
Table, has ever been granted by the Company.
BENEFITS -- Certain employee benefits are provided to executives as part of
the total compensation program. Generally the benefits offered to executives are
largely those offered to the general employee population, except for incremental
amounts of life insurance. Additionally, executive officers are provided
non-cash personal benefits such as tax and financial planning, health exams,
club memberships, and company cars. Two of the Named Executives are also covered
by a Supplemental Executive Retirement Plan.
SECTION 162(M) COMPLIANCE -- Section 162(m) of the Internal Revenue Code of
1986 places a $1,000,000 cap on the amount of compensation which may be deducted
for each of the Named Executives. The Company has studied this cap and intends
to take the necessary steps to conform its compensation to comply with such
Section 162(m).
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. DeWinter's base salary was increased during fiscal 1995 to an annual rate of
$280,000, competitive with the median base salary paid to chief executive
officers of comparably sized corporations.
11
<PAGE>
Mr. DeWinter has a target annual incentive level of 50% of base salary. In
accordance with the annual Management Incentive Plan and based on the Company's
growth in net income of 27.3% and return on shareholders' equity of 19.8% for
fiscal 1995, Mr. DeWinter was awarded an annual incentive of $210,000, or 75% of
his base salary.
During fiscal 1995, the Committee approved a stock option grant to Mr. DeWinter
of 25,000 shares. Subsequent to this award, the Company paid a 50% stock
dividend and the number of shares subject to option was adjusted pursuant to the
terms of the 1993 Stock Awards Plan. This grant is consistent with competitive
practices of companies in related industries, and of comparable size. The grant
also reflects the Committee's recognition of Mr. DeWinter's leadership in
achieving the Company's past performance, as well as its expectation for his
future contributions.
The Committee believes that the policies and programs described above have
supported the strategic business objectives leading to the increased shareholder
value of Woodhead Industries, Inc. over the last five-year period.
COMPENSATION AND STOCK OPTION
COMMITTEE
Charles W. Denny, Chairman
Robert D. Tuttle
Richard A. Virzi
12
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return on the
Company's Common Stock for the last five fiscal years with the cumulative total
return on the Russell 2000 Index and the Dow Jones Electrical Components Group
over the same period (assuming the investment of $100 in the Company's Common
Stock, the Russell 2000 Index and the Dow Jones Electrical Components Group on
September 30, 1990 with all dividends reinvested).
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
WOODHEAD INDUSTRIES DOW JONES ELECTRICAL COMPONENTS GROUP RUSSELL 2000
<S> <C> <C> <C>
Sep-90 100 100 100
Sep-91 131 125 145
Sep-92 188 134 156
Sep-93 270 145 210
Sep-94 272 156 216
Sep-95 396 179 216
</TABLE>
13
<PAGE>
SEVERANCE AGREEMENTS
The Company has entered into severance agreements with certain key employees,
including all present executive officers, which provide for the payment of
compensation and benefits in the event of termination of employment following a
change in control of the Company. The agreements generally define "change in
control of the Company" as (i) the acquisition of 25% or more of the combined
voting power of the Company's then outstanding securities; (ii) a change in the
majority of the Company's Board of Directors over a two-year period; or (iii)
shareholder approval of a plan of complete liquidation of the Company or an
agreement for the sale or disposition by the Company of all or substantially all
the Company's assets or the merger or consolidation of the Company with any
other corporation, unless the Company's shareholders continue to hold at least
80% of the combined voting power of the voting securities of the Company or the
surviving entity.
The original term of the severance agreements is three years provided, however,
that each October 1 the agreements will be extended for an additional year
unless the Company provides proper notice of its intention not to extend the
agreements. If a change in control of the Company occurs during the original or
extended term, the agreements will continue in effect for the later of (i) the
original or extended term or (ii) twenty-four months beyond the month in which
the change in control occurs. In no event will the term of an agreement extend
beyond the date the executive attains age sixty-five.
An executive whose employment is terminated following a change in control of the
Company generally will receive compensation pursuant to the severance agreement
only if the termination was by the Company without "cause" or by the executive
for "good reason" as those terms are defined in the agreements. In addition to
the ordinary compensation and benefits (excluding severance) to which any
terminating employee would be entitled, the severance agreements provide the
following additional benefits payable after a change in control of the Company
to executives who are terminated without cause or who resign for good reason:
(i) three times the sum of the executive's base salary and target bonus,
provided, however, that if executive is within three years of normal retirement
age, then this amount is reduced pro rata; (ii) continued health care coverage
and life insurance coverage for up to 36 months; (iii) a cash payment equal to
the difference between the fair market value of the Company's stock and the
exercise price of unexercised options for the Company's stock times the number
of shares represented by the unexercised options; (iv) a cash payment equal to
the present value of the accrued benefit under the Retirement Plan and the
account balance in the Profit Sharing Plan to the extent that either is not
fully vested; (v) the payment of any federal excise taxes; and (vi) the
reimbursement of all legal and accounting fees and expenses incurred as a result
of such termination.
The Company has established a trust which, in the event of a change in control
of the Company, will be funded to ensure payment to all key employees of the
compensation and benefits described herein.
RETIREMENT PLANS
The Company provides Retirement Plans which cover the employees of the Company
and its subsidiaries, excluding, however, those employees who are members of
groups which have not adopted the Plans, groups covered by collective bargaining
agreements that do not provide for participation and employees of certain
foreign subsidiaries. The Plans are funded entirely by the Company and provide
pension benefits upon retirement at age 65. The Plan for the Company and its
U.S. subsidiaries provides pension benefits upon retirement at age 65 equal to
1.2% of the participant's average annual compensation multiplied by years of
credited service up to 30 years, reduced by .6% of final average compensation
(which reflects reductions for social security benefits) up to covered
compensation multiplied by years of credited service up to 30 years.
Participants are fully vested in their accrued pension benefits after five
14
<PAGE>
years of service. The Plans provide for early retirement at age 55 with 10
years' continuous employment. In the event of the death of an active participant
who has completed 5 years of service, provision is made to pay a benefit of
monthly income for life to the participant's surviving spouse equal to 50% of
the benefit which would have been payable to the participant.
Annual amounts of normal retirement pension payable under the Plans are
illustrated in the following table. The illustration assumes retirement as of
October 1, 1995 at the normal retirement age of 65. Benefits were computed on a
straight life annuity basis.
<TABLE>
<CAPTION>
Estimated Annual Normal Retirement Pension
Five-Year Based Upon the Indicated Benefit Service
Average -----------------------------------------------------
Compensation 10 Years 15 Years 20 Years 25 Years 30 Years
---------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
$100,000...................... $ 10,445 $ 15,667 $ 20,890 $ 26,112 $ 31,334
125,000...................... 13,445 20,167 26,890 33,612 40,334
150,000 and above............ 16,445 24,667 32,890 41,112 49,334
</TABLE>
The number of years of service, as of October 1, 1995 for each of the executive
officers listed in the summary compensation table was as follows: Mr. DeWinter
- -- 9 years, Mr. Jennings -- 8 years, Mr. Tortorello -- 8 years, Mr. Moulton -- 9
years, and Mr. Nogal -- 17 years.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The Woodhead Industries, Inc. Supplemental Executive Retirement Plan ( the
"SERP") is a non-qualified and unfunded plan designed to provide supplemental
retirement benefits to selected key employees of the Company who have forfeited
potential retirement benefits from former employers and/or who are subject to
statutory or regulatory restrictions on qualified plan benefits. The
supplemental benefit payable to each participant who retires on or after his
normal retirement age is equal to sixty percent (60%) of his average monthly
compensation, less the sum of (i) his "Primary Social Security Benefit" and (ii)
the actuarial equivalent of any retirement benefits to which such participant is
then entitled under any other retirement plan or arrangement maintained by the
Company. A participant's average monthly compensation is one-sixtieth (1/60) of
the aggregate of such participant's base salary and bonus award for the five
highest consecutive Plan Years (as defined in the Retirement Plan). The SERP
provides for early retirement (before age 65) under certain conditions with
reduced benefits. The supplemental benefit to which a participant may be
entitled under the SERP will be paid as a lump sum benefit at retirement.
Messrs. DeWinter and Jennings are the only Named Executives currently covered by
the SERP who would be entitled to benefits thereunder. The estimated lump sum
benefits under the SERP that would be received by these Named Executives, if
each retired at age 65, are as follows: Mr. DeWinter, $1,299,046; Mr. Jennings,
$497,032. The amounts assume that these Named Executives will continue to work
for the Company until their normal retirement dates and that their earnings will
remain the same as in fiscal year 1995.
The Company has established a trust which, in the event of a change in control
of the Company, will be funded to ensure payment to all participants of the
benefits described herein.
PROFIT SHARING PLANS
The Company provides Profit Sharing Plans which cover the employees of the
Company and its subsidiaries excluding those employees who are members of groups
which have not adopted the Plans, groups covered by collective bargaining
agreements that do not provide for participation and employees of certain other
subsidiaries. The plans are funded by the Company and annual profit sharing
contributions are, under most plans, 5% of annual pretax profits, as defined,
but not exceeding 15% of
15
<PAGE>
the aggregate compensation paid to participants during the year. The
contributions, together with non-vested amounts forfeited by reason of
terminations of employment during the year, are allocated among the accounts of
participants in accordance with a formula based on participants' covered
compensation. The amounts so allocated are invested by the plan trustee, at the
direction of each participant, in various investment alternatives. A
participant's account is vested in annual increments of 20% for each of five
years in which the participant completes 1,000 hours of service, and is fully
vested after five years of service. The accounts, however, are automatically
vested upon death, permanent disability or reaching age 65. Distribution of a
participant's vested account balances is normally made upon termination of
employment in the form of a single payment or installment payments.
The Plan for the Company and its U.S. subsidiaries also provides employees the
opportunity for tax-deferred savings pursuant to Section 401(k) of the Internal
Revenue Code of 1986. The Plan allows participants to make elective deferrals of
up to 15% of their eligible compensation, not to exceed the maximum amount
allowable by law. The Company will make matching contributions of 50% of the
amount (up to 4% of the participant's eligible compensation) a participant
defers to the Plan.
Employee contributions and income derived therefrom are 100% vested and
nonforfeitable. Amounts credited to participant accounts which are attributable
to the Company's matching contributions (and any income derived therefrom) are
vested in annual increments of 20% for each of five years in which the
participant completes 1,000 hours of service, and are fully vested after five
years of service.
MANAGEMENT INCENTIVE PLAN
The Management Incentive Plan is administered by a Corporate Management
Committee under the direction of the Compensation and Stock Option Committee of
the Board of Directors. Participants include officers and other key employees
who can make significant contributions to the profitable growth of the Company.
In general, a minimum increase in the Company's net income over the prior year
must be achieved before any payments can be made under the Plan.
Each eligible participant shall have defined in advance of the fiscal year a
range of incentive opportunity, including a maximum bonus amount, which is
expressed as a percent of the participant's base salary. Corresponding with the
incentive opportunity are pre-established performance targets that must be
achieved before the incentive award is earned. These performance targets are
related to the specific strategic objectives of each of the business units.
These targets may include, but are not limited to, return on stockholders'
equity, return on funds employed, sales growth or income from operations.
Maximum payments may range from 30% to 80% of a participant's base salary.
STOCK COMPENSATION PLANS
The Company has adopted stock compensation plans, from time to time, for the
benefit of certain key employees of the Company and its subsidiaries. There are
currently four plans, the 1981 and 1987 Stock Compensation Plans (the "1981
Plan" and "1987 Plan"), and the 1990 and 1993 Stock Awards Plans (the "1990
Plan" and "1993 Plan") under which options have been granted and remain
unexercised. No shares are available for the granting of options under the 1981
Plan or 1987 Plan. Presently there are approximately 200 employees eligible to
participate. These plans are administered by the Compensation and Stock Option
Committee of the Board of Directors, none of the members of which may receive
options under the plans. Under these Plans, options are granted to eligible
employees to purchase Company stock. The employees who are granted options, the
number of shares covered by an option, and the option price are determined by
the Committee. The option price, however, may not be less than the fair market
value of the stock at the time of the grant. Options under all plans expire not
later than ten
16
<PAGE>
years after grant. The optionee generally must exercise his option within 30
days of termination of employment with the Company or one of its subsidiaries.
Termination of employment for death or disability may extend the post-employment
period in which options may be exercised to up to two years, while retirement at
age 55 or older may extend that period to up to five years. Options are not
transferable except in the case of the optionee's death.
The Plans permit an optionee to acquire stock pursuant to an option either by
paying cash or by exchanging Company stock at its then fair market value, or by
a combination of cash and stock. The Plans also provide for the granting of
non-qualified options in addition to or instead of incentive stock options.
Also, the 1990 Plan and 1993 Plan authorize the Committee to grant restricted
stock with such restriction periods as it may designate. During the restriction
period, the restricted stock may not be sold, assigned, pledged or otherwise
transferred. Except for the restrictions on transfer and such other restrictions
as the Committee may impose, a participant has all the rights of a holder of the
Company's Common Stock including, but not limited to, voting and receiving
dividends. To date, only one award of restricted shares has been granted by the
Committee.
ITEM 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Upon recommendation of the Audit Committee, the Board of Directors has
reappointed Arthur Andersen LLP as independent public accountants for the fiscal
year ending September 28, 1996, subject to ratification by the stockholders.
Arthur Andersen LLP has examined the financial statements of the Company each
fiscal year since 1961. A representative of Arthur Andersen LLP will be present
at the Annual Meeting to respond to appropriate questions from stockholders and
to make a statement if such person desires.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE RATIFICATION OF
THE SELECTION OF ARTHUR ANDERSEN LLP AS THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS.
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the next Annual Meeting
must be received by the Secretary, Woodhead Industries, Inc., 2150 East Lake
Cook Road, Suite 400, Buffalo Grove, Illinois 60089, no later than August 24,
1996.
GENERAL
The Company has mailed to all stockholders, concurrently with this Proxy
Statement, its annual report for the year ended September 30, 1995. Proxies will
be solicited by mail. Proxies may be solicited by directors, officers and a
small number of regular employees of the Company personally or by mail,
telephone or telegraph, but such persons will not be specially compensated for
such service. It is contemplated that brokerage houses, custodians, nominees and
fiduciaries will be requested to forward the soliciting material to the
beneficial owners of stock held of record by such persons. The expense of such
solicitation will be paid by the Company. In addition, the Company has retained
D. F. King & Co., Inc. to assist them in the solicitation of proxies from
stockholders. For such services, the Company will pay D. F. King & Co., Inc. a
fee not to exceed $5,000 plus out-of-pocket expenses. If any matters other than
those referred to in the Notice of Annual Meeting should properly come before
the meeting, it is the
17
<PAGE>
intention of the persons named in the accompanying form of proxy to vote the
proxies held by them in accordance with their best judgment. Management does not
know of any business other than that referred to in the Notice which may
properly be considered at the meeting.
By order of the Board of Directors
[SIGNATURE]
Robert J. Tortorello
SECRETARY
18
<PAGE>
WOODHEAD INDUSTRIES, INC.
Proxy Solicited on Behalf of the Board of Directors of
Woodhead Industries, Inc. for Annual Meeting on January 26, 1996
The undersigned holder of Common Stock of Woodhead Industries, Inc.
hereby appoints Alan Reed, C. Mark DeWinter and Charles W. Denny or any of them,
with full power of substitution, to act as proxy for and to vote the stock of
the undersigned at the Annual Meeting of Stockholders of Woodhead Industries,
Inc. to be held at Marriott's Lincolnshire Resort, 10 Marriott Drive,
Lincolnshire, Illinois on January 26, 1996, or any adjournment or postponement
thereof:
1. ELECTION OF DIRECTORS
FOR ALL NOMINEES listed below (except WITHHOLD AUTHORITY to vote for
as marked to the contrary below). all nominees listed below.
(INSTRUCTION: to withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.)
Daniel T. Carroll Robert D. Tuttle
2. Ratification of the appointment of Arthur Andersen LLP as independent
public accountants.
FOR AGAINST ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder.
If no direction is made, this proxy will be voted FOR Proposals 1, 2 and 3.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
___________________________________
Signature
____________________________________
Signature
Dated_________________________, 19___
Please mark, sign, date and return
this proxy card promptly using the
enclosed envelope.
