<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
<TABLE>
<S> <C>
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 Section240.14a-11(c) or
Section240.14a-12
CIRCOR INTERNATIONAL, INC.
-----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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:
----------------------------------------------------------
</TABLE>
<PAGE>
[LOGO]
35 CORPORATE DRIVE
BURLINGTON, MA 01803
(781) 270-1200
April 17, 2000
Dear Stockholder:
You are cordially invited to attend the 1999 Annual Meeting (the "Annual
Meeting") of CIRCOR International, Inc., a Delaware corporation (the "Company"),
to be held on Thursday, May 18, 2000, at 10:00 a.m., local time, at the
Renaissance Bedford Hotel, 44 Middlesex Turnpike, Bedford, Massachusetts.
The Annual Meeting has been called for the purpose of (i) electing one
Class I Director for a three-year term, (ii) ratifying the selection of KPMG LLP
as the independent auditors for the fiscal year ending December 31, 2000
("Fiscal 2000"), (iii) approving the material terms of certain performance goals
under the Company's 1999 Stock Option and Incentive Plan and (iv) considering
and voting upon such other business as may properly come before the Annual
Meeting or any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on April 3, 2000 as
the record date for determining stockholders entitled to notice of, and to vote
at, the Annual Meeting and any adjournments or postponements thereof.
The Board of Directors of the Company recommends that you vote "FOR" the
election of the nominee of the Board of Directors as Director of the Company,
that you vote "FOR" the ratification of the Company's independent auditors, and
that you vote "FOR" the approval of the material terms of the performance goals
under the 1999 Stock Option and Incentive Plan.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. YOUR PROXY IS
REVOCABLE UP TO THE TIME IT IS VOTED, AND, IF YOU ATTEND THE ANNUAL MEETING, YOU
MAY VOTE IN PERSON, EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY CARD.
Sincerely,
[LOGO]
David A. Bloss, Sr.
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND
PRESIDENT
<PAGE>
[LOGO]
35 CORPORATE DRIVE
BURLINGTON, MA 01803
(781) 270-1200
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, MAY 18, 2000
Notice Is Hereby Given that the 1999 Annual Meeting of Stockholders of
CIRCOR International, Inc. (the "Company") will be held on Thursday, May 18,
2000, at 10:00 a.m., local time, at the Renaissance Bedford Hotel, 44 Middlesex
Turnpike, Bedford, Massachusetts (the "Annual Meeting") for the purpose of
considering and voting upon:
1. The election of one Class I Director for a three-year term;
2. The ratification of the selection of KPMG LLP as the Company's
independent auditors for the fiscal year ending December 31, 2000
("Fiscal 2000");
3. The approval of the material terms of certain performance goals under
the Company's 1999 Stock Option and Incentive Plan; and
4. Such other business as may properly come before the Annual Meeting and
any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on April 3, 2000 as
the record date for determination of stockholders entitled to notice of, and to
vote at, the Annual Meeting and any adjournments or postponements thereof. Only
holders of Common Stock of record at the close of business on that date will be
entitled to notice of, and to vote at, the Annual Meeting and any adjournments
or postponements thereof.
In the event there are not sufficient shares to be voted in favor of any of
the foregoing proposals at the time of the Annual Meeting, the Annual Meeting
may be adjourned in order to permit further solicitation of proxies.
Directions to the Renaissance Bedford Hotel are included on the inside back
cover of this Proxy Statement.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE
REQUESTED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE
ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. YOUR
PROXY IS REVOCABLE UP TO THE TIME IT IS VOTED, AND, IF YOU ATTEND THE ANNUAL
MEETING, YOU MAY VOTE IN PERSON EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY
CARD.
By Order of the Board of Directors
[LOGO]
Alan J. Glass
ASSISTANT SECRETARY
Burlington, Massachusetts
April 17, 2000
<PAGE>
[LOGO]
35 CORPORATE DRIVE
BURLINGTON, MA 01803
------------------------
PROXY STATEMENT
------------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, MAY 18, 2000
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of CIRCOR International, Inc. (the "Company")
for use at the 1999 Annual Meeting of Stockholders of the Company to be held on
Thursday, May 18, 2000 at 10:00 a.m., local time, at the Renaissance Bedford
Hotel, 44 Middlesex Turnpike, Bedford, Massachusetts, and any adjournments or
postponements thereof (the "Annual Meeting").
At the Annual Meeting, the stockholders of the Company will be asked to
consider and vote upon the following matters:
1. The election of one Class I Director for a three-year term, such term to
continue until the 2002 Annual Meeting of stockholders and until such
Director's successor is duly elected and qualified;
2. The ratification of the selection of KPMG LLP as the Company's
independent auditors for the fiscal year ending December 31, 2000
("Fiscal 2000");
3. The approval of the material terms of certain performance goals under
the Company's 1999 Stock Option and Incentive Plan; and
4. Such other business as may properly come before the meeting and any
adjournments or postponements thereof.
The Notice of Annual Meeting, Proxy Statement and Proxy Card are first being
mailed to stockholders of the Company on or about April 17, 2000 in connection
with the solicitation of proxies for the Annual Meeting. The Board of Directors
has fixed the close of business on April 3, 2000 as the record date for the
determination of stockholders entitled to notice of, and to vote at, the Annual
Meeting (the "Record Date"). Only holders of Common Stock of record at the close
of business on the Record Date will be entitled to notice of, and to vote at,
the Annual Meeting. As of the Record Date, there were approximately
13,236,877 shares of Common Stock outstanding and entitled to vote at the Annual
Meeting. Each holder of a share of Common Stock outstanding as of the close of
business on the Record Date will be entitled to one vote for each share held of
record with respect to each matter submitted at the Annual Meeting.
The presence, in person or by proxy, of a majority of the total number of
outstanding shares of Common Stock is necessary to constitute a quorum for the
transaction of business at the Annual Meeting. A quorum being present, the
affirmative vote of a plurality of the votes cast is necessary to elect the
nominee as a Director of the Company and a majority of the votes cast is
necessary to ratify the selection of the independent auditors and to approve the
material terms of certain performance goals under the 1999 Stock Option and
Incentive Plan.
Shares that reflect abstentions or "broker non-votes" (i.e., shares
represented at the meeting held by brokers or nominees as to which instructions
have not been received from the beneficial owners or persons entitled to vote
such shares and with respect to which the broker or nominee does not have
discretionary voting power to vote such shares) will be counted for purposes of
determining whether a quorum is present
<PAGE>
for the transaction of business at the meeting. With respect to the election of
the Director, votes may be cast in favor of or withheld from the nominee; votes
that are withheld will be excluded entirely from the vote and will have no
effect. Broker non-votes will also have no effect on the outcome of the election
of the Director.
STOCKHOLDERS OF THE COMPANY ARE REQUESTED TO COMPLETE, DATE, SIGN AND RETURN
THE ACCOMPANYING PROXY CARD IN THE ENCLOSED ENVELOPE. COMMON STOCK REPRESENTED
BY PROPERLY EXECUTED PROXIES RECEIVED BY THE COMPANY AND NOT REVOKED WILL BE
VOTED AT THE ANNUAL MEETING IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED
THEREIN. IF INSTRUCTIONS ARE NOT GIVEN THEREIN, PROPERLY EXECUTED PROXIES WILL
BE VOTED "FOR" THE ELECTION OF THE NOMINEE FOR DIRECTOR LISTED IN THIS PROXY
STATEMENT, "FOR" THE RATIFICATION OF THE SELECTION OF THE INDEPENDENT AUDITORS,
AND "FOR" THE APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER THE
1999 STOCK OPTION AND INCENTIVE PLAN. IT IS NOT ANTICIPATED THAT ANY MATTERS
OTHER THAN THE ELECTION OF A DIRECTOR, THE RATIFICATION OF THE SELECTION OF
INDEPENDENT AUDITORS, AND THE APPROVAL OF PERFORMANCE GOALS UNDER THE 1999 STOCK
OPTION AND INCENTIVE PLAN WILL BE PRESENTED AT THE ANNUAL MEETING. IF OTHER
MATTERS ARE PRESENTED, PROXIES WILL BE VOTED IN ACCORDANCE WITH THE DISCRETION
OF THE PROXY HOLDERS.
Any properly completed proxy may be revoked at any time before it is voted
on any matter (without, however, affecting any vote taken prior to such
revocation) by giving written notice of such revocation to the Secretary or
Assistant Secretary of the Company, or by signing and duly delivering a proxy
bearing a later date, or by attending the Annual Meeting and voting in person.
Attendance at the Annual Meeting will not, by itself, revoke a proxy.
The Annual Report to stockholders of the Company, which includes the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999
("Fiscal 1999") is being mailed to stockholders of the Company concurrently with
this Proxy Statement. Except where otherwise incorporated by reference, the
Annual Report and Annual Report on Form 10-K, are not a part of the proxy
solicitation material.
2
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTOR
The Board of Directors of the Company consists of five members and is
divided into three classes, with one Director in Class I, two Directors in
Class II and two Directors in Class III. Directors serve for three-year terms
with one class of Directors being elected by the Company's stockholders at each
annual meeting.
At the Annual Meeting, one Class I Director will be elected to serve until
the 2002 annual meeting of stockholders and until such Director's successor is
duly elected and qualified. The Board of Directors has nominated David F. Dietz
for election as Class I Director. Unless otherwise specified in the proxy, it is
the intention of the persons named in the proxy to vote the shares represented
by each properly executed proxy for the election of David F. Dietz as Director.
The nominee has agreed to stand for election and to serve, if elected, as
Director. However, if the person nominated by the Board of Directors fails to
stand for election or is unable to accept election, the proxies will be voted
for the election of such other person or persons as the Board of Directors may
recommend.
VOTE REQUIRED FOR APPROVAL
A quorum being present, the affirmative vote of a plurality of the votes
cast is necessary to elect the nominee as Director of the Company.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR THE ELECTION OF
THE NOMINEE OF THE BOARD OF DIRECTORS AS DIRECTOR OF THE COMPANY.
INFORMATION REGARDING DIRECTORS
MEETINGS AND COMMITTEES. The Board of Directors of the Company held two
(2) meetings during the fiscal period commencing on July 1, 1999 (the Company's
date of incorporation) and ending December 31, 1999 ("Fiscal 1999"). During
Fiscal 1999, each of the Directors attended at least 75% of the total number of
meetings of the Board and of the committees of which he or she was a member. The
Board of Directors has established an Audit Committee and a Compensation
Committee. It has not established a nominating committee. The Audit Committee
recommends the firm to be appointed as independent auditors to audit financial
statements and to perform services related to the audit, reviews the scope and
results of the audit with the independent auditors, reviews with management and
the independent auditors the Company's annual operating results, considers the
adequacy of the internal accounting procedures and controls, and considers the
effect of such procedures on the auditors' independence. The Compensation
Committee reviews and recommends the compensation arrangements for officers and
other senior level employees, reviews general compensation levels for other
employees as a group, determines the awards to be granted to eligible persons
under the Company's 1999 Stock Option and Incentive Plan and takes such other
action as may be required in connection with the Company's compensation and
incentive plans. The Audit Committee consists of Messrs. Cross and Murphy and
held one (1) meeting during Fiscal 1999. The Compensation Committee consists of
Messrs. Cross, Dietz and Murphy and held two (2) meetings during Fiscal 1999.
COMPENSATION. Directors receive such compensation for their services as the
Board of Directors may from time to time determine. Further, each Director is
reimbursed for reasonable travel and other expenses incurred in attending
meetings. Currently, non-employee Directors of the Company receive annual
remuneration of $27,500 and an annual grant of 2,000 non-qualified stock options
for their services. At his or her election, each Director may elect to defer all
or a part of such Director's cash remuneration for the purchase of Restricted
Stock Units at a 33% discount from the closing price of the Company's common
stock on the date of the fee payments. For a description of the Restricted Stock
Units, see the discussion on the Management Stock Purchase Plan under the
"Specific Programs" section of the Compensation Committee Report on page 9 of
this Proxy Statement. Additionally, in Fiscal 1999, each
3
<PAGE>
non-employee Director received a special one-time grant of 10,000 non-qualified
stock options in connection with the spin-off of the Company from Watts
Industries, Inc. ("Watts"). Employee Directors do not receive any additional
compensation for serving on the Board of Directors.
INDIVIDUAL INFORMATION. Set forth below is certain information regarding
the Directors of the Company, including the Class I Director who has been
nominated for election at the Annual Meeting, based on information furnished by
him to the Company.
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE SINCE
- ---- -------- --------
<S> <C> <C>
CLASS I--TERM EXPIRES 2000
David F. Dietz(2)*.......................................... 50 1999
CLASS II--TERM EXPIRES 2001
Dewain K. Cross(1)(2)....................................... 62 1999
Daniel J. Murphy, III(1)(2)................................. 58 1999
CLASS III--TERM EXPIRES 2002
David A. Bloss, Sr.......................................... 49 1999
Timothy P. Horne............................................ 61 1999
</TABLE>
- ------------------------
* Nominee for election.
(1) Member of Audit Committee.
(2) Member of the Compensation Committee.
The principal occupation and business experience for at least the last five
years for each Director of the Company is set forth below:
MR. DIETZ or his professional corporation has been a partner of the law firm
of Goodwin, Procter & Hoar LLP since 1984. Mr. Dietz is also a director of the
Andover Companies, a property and casualty insurance company, and High Liner
Foods (USA), Inc., a frozen food company.
MR. CROSS was the Senior Vice President of Finance for Cooper
Industries, Inc. and is now retired. Mr. Cross is also a director of
Magnetek, Inc.
MR. MURPHY has been the Chairman of Northmark Bank since August 1987. Prior
to forming Northmark Bank in 1987, Mr. Murphy was a Managing Director of
Knightsbridge Partners, Inc., a venture capital firm, from January to
August 1987, and President and Director of Arltru Bancorporation, a bank holding
company, and its wholly owned subsidiary, Arlington Trust Company, from 1980 to
1986. Mr. Murphy is also a director of Bay State Gas Company and has been a
director of Watts since 1986.
MR. BLOSS was appointed Chairman, President and Chief Executive Officer of
the Company in 1999. He joined Watts as Executive Vice President in July 1993
and served as President and Chief Operating Officer from April 1997 until the
Company was spun off from Watts in October 1999. Prior to joining Watts,
Mr. Bloss was associated for five years with the Norton Company, a manufacturer
of abrasives and cutting tools, serving most recently as President of the
Superabrasives Division.
MR. HORNE has been the Chief Executive Officer of Watts since 1978 and
Chairman of the Board of Watts since 1986. Prior to that, Mr. Horne served as
the President of Watts from 1976 to 1978 and again from 1994 to April 1997.
Mr. Horne joined Watts in September 1959 and has been a director of Watts since
1962.
4
<PAGE>
INFORMATION REGARDING EXECUTIVE OFFICERS
The names and ages of all executive officers of the Company, as of
December 31, 1999, and the principal occupation and business experience for at
least the last five years for each are set forth below.
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- -------- ------------------------------------------
<S> <C> <C>
David A. Bloss, Sr........................ 49 Chairman of the Board, Chief Executive
Officer and President
Cosmo S. Trapani.......................... 60 Chief Financial Officer, Treasurer and
Secretary
Alan R. Carlsen........................... 51 Group Vice President, Operations
George M. Orza............................ 50 Group Vice President, Operations
</TABLE>
MR. BLOSS was appointed Chairman, President and Chief Executive Officer in
1999. He joined Watts as Executive Vice President in July 1993 and served as
President and Chief Operating Officer from April 1997 until the Company was spun
off from Watts in October 1999. Prior to joining Watts, Mr. Bloss was associated
for five years with the Norton Company, a manufacturer of abrasives and cutting
tools, serving most recently as President of the Superabrasives Division.
MR. TRAPANI joined the Company in August 1999 as Chief Financial Officer,
Treasurer and Secretary. From 1990 to 1999, Mr. Trapani was the Chief Financial
Officer of Unitrode Corporation, a publicly traded manufacturer of analog and
mixed signal integrated circuits. Information for Mr. Trapani is provided
because he was an executive officer as of December 31, 1999. As we have
previously announced, however, Mr. Trapani has resigned as an officer of the
Company effective February 29, 2000.
MR. CARLSEN joined the Company shortly after its creation in 1999 as Group
Vice President, Operations. Mr. Carlsen served as Group Vice President of Steam
Products for Watts from September 1998 until the Company was spun off from Watts
in October 1999. Prior to that time, Mr. Carlsen was the Vice President and
General Manager of Leslie Controls, Inc.(a subsidiary of the Company) from
July 1997 to September 1998, was the corporate Vice President of Manufacturing
of Watts from June 1995 to July 1997 and prior to that was Director of
Manufacturing for Senior Flexonics, Inc., a manufacturer of tubular goods.
MR. ORZA joined the Company shortly after its creation in 1999 as Group Vice
President, Operations. Mr. Orza served as Group Vice President of KF
Industries, Inc. (a subsidiary of the Company) from April 1999 until
October 1999. He also served as Vice President/General Manager of KF Industries
from December 1995 to April 1999. Prior to that time, Mr. Orza was associated
for 19 years with ITT Barton, a manufacturer of measurement and control
instrumentation products and services, most recently as Director of Marketing
Oil & Gas.
Each officer of the Company holds his or her respective office until the
regular annual meeting of the Board of Directors following the annual meeting of
stockholders and until his or her successor is elected and qualified or until
his or her earlier resignation or removal.
5
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION. The following table sets forth information concerning
compensation for services rendered in all capacities awarded to, earned by or
paid to the Company's Chief Executive Officer and the three other most highly
compensated executive officers (the "Named Executive Officers") who would have
earned in excess of $100,000 during Fiscal 1999 had it been a complete fiscal
year. The Company was spun off from Watts in a distribution of all of the
Company's Common Stock on a pro rata basis to the shareholders of Watts on
October 18, 1999. From July 1, 1999 (the date on which the Company was
incorporated in the State of Delaware) through October 18, 1999, Watts made all
payments of compensation to the executive officers on the Company's behalf. The
following table, therefore, reflects compensation paid to each executive officer
since July 1, 1999, regardless of whether such compensation was actually paid by
the Company or by Watts.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
ANNUAL SECURITIES
COMPENSATION ALL OTHER UNDERLYING
------------------------ -------------------------
------------------------ RESTRICTED
NAME AND PRINCIPAL ($)OTHER STOCK UNITS
POSITION YEAR SALARY BONUS ($) (1) (2) OPTIONS (#) (3) (4)
- ------------------------------------------ -------- -------- ------------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
David A. Bloss, Sr., Chairman, Chief
Executive Officer and President......... 1999 182,500 23,203 5,569 131,500 54,402
Cosmo S. Trapani, Chief Financial Officer,
Treasurer and Secretary................. 1999 56,250 8,702 3,000 60,000 0
Alan R. Carlsen, Vice President
Operations.............................. 1999 93,333 26,180 4,410 39,500 46,550
George M. Orza, Vice President
Operations.............................. 1999 93,925 11,156 4,410 36,000 6,994
</TABLE>
- ------------------------
(1) At the advance election of each executive, the following percentage of such
bonus was deferred into the acquisition of RSU's by each executive:
Bloss-100%; Trapani-0%; Carlsen-100%; Orza-50%.
(2) Consists of car allowance.
(3) Restricted Stock Units (RSU's) are granted pursuant to the Company's
Management Stock Purchase Plan, a component plan to the 1999 Stock Option
and Incentive Plan. For a description of the Management Stock Purchase Plan,
see Report of the Compensation Committee of the Board of Directors on
Executive Compensation--Specific programs at page 9 of this Proxy Statement.
(4) RSU's granted with respect to Fiscal 1999 are comprised of (i) RSU's issued
as replacements to the RSU's held by executives of the Company while
employed at Watts which were terminated in connection with the spin-off,
(ii) RSU's awarded in lieu of bonus for Fiscal 1999, and (iii) in the case
of Mr. Carlsen, RSU's purchased in cash by Mr. Carlsen to the extent the
dollar election made by Mr. Carlsen for Fiscal 1999 under the Management
Stock Purchase Plan exceeded the amount of bonus earned by him for Fiscal
1999.
OPTION GRANTS. The following table sets forth certain information
concerning the individual grant of options to purchase Common Stock of the
Company to the Named Executive Officers of the Company who received such grants
during Fiscal 1999.
6
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL
RATES OF STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM (3)
---------------------------------------- --------------------
PERCENTAGE OF
TOTAL
OPTIONS
NUMBER OF SECURITIES GRANTED TO EXERCISE OR
UNDERLYING OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED (#)(1) FISCAL YEAR ($/SH)(2) DATE 5% ($) 10% ($)
- ---- -------------------- ------------- ----------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
David A. Bloss, Sr. 105,000(4) 9.2 10.375 10/18/09 685,125 1,736,175
26,500(5) 2.3 10.375 10/18/09 172,913 438,178
87,989(6) 7.7 9.43 8/11/08 521,663 1,322,213
87,989(6) 7.7 12.98 8/04/07 717,975 1,820,025
87,989(6) 7.7 8.37 8/05/06 463,410 1,174,365
68,436(6) 6.0 11.95 9/01/05 514,500 1,303,855
68,436(6) 6.0 12.15 9/01/04 522,760 1,324,785
39,106(6) 3.4 8.04 7/19/03 243,396 573,856
571,445
Cosmo S. Trapani 45,000(4) 3.9 10.375 10/18/99 293,625 744,075
15,000(5) 1.3 10.375 10/18/99 97,875 248,025
60,000
Alan R. Carlsen 26,000(4) 2.3 10.375 10/18/09 169,650 429,910
13,500(5) 1.2 10.375 10/18/09 88,088 223,223
19,553(6) 1.7 9.43 8/11/08 115,924 293,823
24,441(6) 2.1 12.98 8/04/07 199,434 505,554
29,330(6) 2.6 8.37 8/05/06 154,472 391,459
19,553(6) 1.7 11.95 9/01/05 146,999 372,527
132,377
George M. Orza 24,000(4) 2.1 10.375 10/18/09 156,600 396,840
12,000(5) 1.1 10.375 10/18/09 78,300 198,420
19,553(6) 1.7 9.43 8/11/08 115,924 293,823
24,441(6) 2.1 12.98 8/04/07 199,434 505,554
15,642(6) 1.4 8.37 8/05/06 82,381 208,769
95,636
</TABLE>
- ------------------------
(1) Vesting of options is subject to the continuation of such employee's service
relationship with the Company. With the exception of those options granted
to replace Watts options, the options terminate ten years after the grant
date, subject to earlier termination in accordance with the 1999 Stock Plan
and the applicable option agreement. The Watts replacement options terminate
at the same time as the original Watts options would have terminated.
(2) The exercise price equals the fair market value of the stock as of the grant
date, except with respect to the Watts replacement options. The exercise
price for the Watts replacement options is based on carrying over the
intrinsic value of the terminated Watts options to the newly issued CIRCOR
options, and, therefore, the exercise price of the Watts replacement options
bears the same ratio to the market price of CIRCOR shares on the date of
grant as the exercise price of the terminated Watts options bore to the
market price of Watts shares on such date.
(3) This column shows the hypothetical gain or option spreads of the options
granted based on assumed annual compound stock appreciation rates of 5% and
10% over the full 10-year term of the options.
7
<PAGE>
The 5% and 10% assumed rates of appreciation are mandated by the rules of
the Securities and Exchange Commission and do not represent the Company's
estimate or projection of future Common Stock prices. The gains shown are
net of the option exercise price, but do not include deductions for taxes or
other expenses associated with the exercise of the option or the sale of the
underlying shares, or reflect nontransferability, vesting or termination
provisions. The actual gains, if any, on the exercises of stock options will
depend on the future performance of the Common Stock. With respect to those
options that are replacements for the terminated Watts options, the amounts
set forth in this table are based on the comparable calculations by Watts at
the time the Watts options were granted.
(4) Options vest over 5 years at the rate of 20% per year on successive
anniversaries of the date on which the options were granted.
(5) Options are a one-time grant of performance accelerated stock options
(PASO's) and have a 7-year vesting provision with a performance accelerator
that triggers earlier vesting if certain financial goals of the Company are
met. For a more detailed description see Compensation of CEO on pages 9-10
of this Proxy Statement.
(6) Options, granted as replacements for terminated Watts options, continue to
vest at the rate of 20% of the specific grant per year. The market price of
CIRCOR stock on the date of grant of these replacement options was $10.375.
OPTION EXERCISES AND OPTION VALUES. The following table sets forth
information concerning the number and value of unexercised options to purchase
Common Stock of the Company held by the Named Executive Officers of the Company
who held such options at December 31, 1999. None of the Named Executive Officers
of the Company exercised any stock options during Fiscal 1999.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT DECEMBER 31, 1999 (#) AT DECEMBER 31, 1999 ($) (1)
-------------------------------- --------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
David A. Bloss, Sr.......... 334,357 237,088 256,301 80,599
Cosmo S. Trapani............ 0 60,000 0 0
Alan R. Carlsen............. 65,502 66,875 52,402 21,705
George M. Orza.............. 34,999 60,637 31,159 16,393
</TABLE>
- ------------------------
(1) Based on the last reported sale price on the New York Stock Exchange on
December 31, 1999 less the option exercise price.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION
OVERALL POLICY. The Compensation Committee of the Board of Directors (the
"Committee") is composed entirely of non-employee directors. Since
September 16, 1999, all executive officer compensation decisions have been made
by the Compensation Committee. The Compensation Committee reviews and approves
the cash and non-cash compensation policies and programs and major changes in
the Company's benefit plans that are applicable to the Chief Executive Officer,
those individuals who directly report to the Chief Executive Officer, and any
other individuals or groups the Committee deems appropriate based on the
recommendation of the Chief Executive Officer.
The Company's executive compensation philosophy is to provide direct
compensation programs and potential earnings opportunities which reflect the
relative size and performance of the Company and which are aligned with
increasing shareholder value. The compensation programs, therefore, are designed
to
8
<PAGE>
attract, retain and motivate key executives to achieve strategic business
initiatives that are adopted to increase shareholder value and reward them for
their achievement. In formulating and implementing its compensation philosophy,
the Committee has obtained advice from Watson Wyatt, a compensation consulting
firm.
IMPLEMENTING GUIDELINES. In implementing its compensation philosophy for
executives, the Committee acts according to the following guidelines:
- Determining relevant market data for the positions it reviews as set forth
in published surveys of the broader general industry
- Considering specific information on pay practices about key executive
positions in peer organizations
- Setting base salaries in light of both market data and the individual's
performance, background, experiences and personal skills
- Providing competitive and leveraged annual incentive opportunities based
on achieving performance goals that reflect shareholder value creation,
the strategic direction of the Company for the year and the individual's
performance during the year
- Providing competitive and leveraged long-term incentive opportunities
which will provide rewards for increasing shareholder value, achieving
long-term performance goals of the Company and assuring that executives
have earnings opportunities similar to their peers at comparable
organizations
STOCK OWNERSHIP GUIDELINES. The Committee believes that executives, as
owners, will act in a manner consistent with the best interests of the
shareholders. As such, the Committee believes that executives should hold
prescribed amounts of Company stock and has established targets for each
executive.
SPECIFIC PROGRAMS. Executive compensation packages generally consist of
three components: (1) base salary; (2) annual incentive pursuant to the
Executive Incentive Bonus Plan (the "Bonus Plan"); and (3) long-term incentives
pursuant to the 1999 Stock Option and Incentive Plan. Under the Bonus Plan,
executives are eligible to receive a bonus up to a specified maximum percentage
of base salary based on four performance goals assigned by the Committee for the
particular year. Each goal carries equal weight. In addition, if 100% of each of
the four goals is achieved, the executive may achieve a bonus up to twice the
maximum percentage based on the extent to which each objective is exceeded.
Under the 1999 Stock Option and Incentive Plan, the Committee may grant to key
personnel options with respect to the Company's Common Stock as well as other
stock-based awards such as restricted and unrestricted shares, performance
shares, deferred stock awards, and dividend equivalent rights. Such stock-based
awards are designed to align the interests of executives with those of the
stockholders, since the benefit of such awards cannot be realized unless stock
price appreciates. For a more detailed summary of the 1999 Stock Option and
Incentive Plan, see the "Summary of the 1999 Stock Option and Incentive Plan" on
pages 19 through 20 of this Proxy Statement. The Company's executives are also
eligible to participate in the Management Stock Purchase Plan (MSPP). Under the
MSPP, which is a component plan to the 1999 Stock Option and Incentive Plan,
executives may make an advance election to receive Restricted Stock Units
(RSU's) in lieu of a specified percentage or dollar amount of such executive's
annual incentive under the Bonus Plan. RSU's are issued on the basis of a 33%
discount to the closing price of the Company's stock on the last day of the
fiscal year to which such incentive pertains and generally vest over a three
year period, at which time they are converted into shares of common stock unless
the executive has previously elected a longer deferral period.
COMPENSATION OF THE CEO. As with other executive officers, the compensation
package for the Chief Executive Officer is comprised of base salary, bonus
opportunity, and stock-based compensation. In determining the base salary for
the CEO, the Committee, with the advice of Watson Wyatt, relied
9
<PAGE>
significantly on comparisons with a select group of specific peer companies as
well as several reputable published compensation surveys for industrial
manufacturers. Insofar as the Company only recently began its existence as an
independent, publicly traded company, the Committee did not consider past
performance of the Company in setting the CEO's base salary. The Committee,
however, intends to review the CEO's base salary on an annual basis and to
include numerous qualitative and quantitative factors, including operating
results and changes in shareholder value, in making future adjustments.
Effective October 1, 1999, the Committee established Mr. Bloss' base salary at
$400,000. To establish the CEO's bonus opportunity, the Committee established
specific goals consistent with those established for other corporate executive
officers under the Bonus Plan. In determining the maximum percentage opportunity
for the CEO under the Bonus Plan, the Committee considered comparable data from
specific peer companies as well as other industrial manufacturers. For Fiscal
1999, the Committee set Mr. Bloss' maximum bonus opportunity under the Bonus
Plan at 75%. As a result of the Company's performance against the established
goals, Mr. Bloss received a bonus of $23,203 for Fiscal 1999; at Mr. Bloss'
advance election pursuant to the MSPP, he received 2,541 RSU's in lieu of his
entire bonus. In determining the appropriate level of stock-based compensation
to award to Mr. Bloss for Fiscal 1999, the Committee first considered (with
respect to Mr. Bloss and as well as other key employees) the amount and type of
awards necessary in order to convert existing awards under Watts stock-based
incentive plan into comparable awards under the Company's 1999 Stock Option and
Incentive Plan. As a result, the Committee authorized the issuance of stock
options and RSU's having current monetary values and vesting schedules
substantially identical to those under the Watts plan. In addition, the
Committee authorized a special one-time grant of performance accelerated stock
options ("PASO's") to Mr. Bloss and certain officers as a special incentive in
connection with the spin-off of the Company from Watts. The PASO's have a
ten-year term and an exercise price equal to the closing price of the Company
stock on the date of grant. They generally vest pro-rata over a five year period
commencing on the later of (i) the date on which the closing price of the
Company's stock exceeds for ten consecutive days 30% of the closing price on the
date of grant or (ii) one year from the date of grant; notwithstanding the
foregoing, the PASO's become 100% vested at the latest, seven years from the
date of grant. The Committee also awarded Mr. Bloss and certain officers
non-qualified stock options which generally have an exercise price equal to the
closing price of the Company's stock on the date of grant, a ten-year term and a
vesting schedule of 20% per year from the date of grant. For Fiscal 1999,
Mr. Bloss received (i) 439,945 options and 51,872 RSU's to replace awards under
the Watts plan, (ii) 26,500 PASO's and (iii) 105,000 non-qualified options which
vest 20% per year from the date of grant.
SUBMITTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
DEWAIN K. CROSS
DAVID F. DIETZ
DANIEL J. MURPHY, III
10
<PAGE>
SHAREHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the percentage change in the
cumulative total shareholder return on the Company's Common Stock, based on the
market price of the Company's Common Stock, with the total return of companies
included within the Standard & Poor's 500 Composite Index and a peer group of
companies engaged in the valve, pump and fluid control industry for the period
commencing October 19, 1999 (the date on which the Company's Stock started
trading) and ended December 31, 1999. The calculation of total cumulative return
assumes a $100 investment in the Company's Common Stock, the Standard & Poor's
500 Composite Index and the peer group on October 19, 1999, the first date
trading in the Company's Common Stock commenced following the pro-rata
distribution of all of the Company's Common Stock to the Watts stockholders, and
the reinvestment of all dividends.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
CIRCOR INTERNATIONAL, INC. S&P 500 STOCKS
<S> <C> <C>
10/19/99 100.0 100.0
10/29/99 91.6 108.0
11/30/99 104.8 110.3
12/31/99 99.4 116.9
LEGEND
Symbol CRSP Total Returns Index For:
Companies in the Self-Determined Peer Group
COOPER CAMERON CORP
GRACO INC
PARKER HANNIFIN CORP
ROPER INDUSTRIES INC NEW
FLOWSERVE CORP
IDEX CORP
ROBBINS & MYERS INC
NOTES:
A. The lines represent monthly index levels derived from
compounded daily returns that include all dividends.
B. The indexes are reweighted daily, using the market
capitalization on the previous trading day.
C. If the monthly interval, based on the fiscal year-end, is
not a trading day, the preceding trading day is used.
D. The index level for all series was set to $100.0 on
10/19/1999.
<CAPTION>
SELF-DETERMINED PEER GROUP
<S> <C>
10/19/99 100.0
10/29/99 98.7
11/30/99 105.4
12/31/99 114.9
Symbol
Companies in the Self-Determined Peer Group
COOPER CAMERON CORP
GRACO INC
PARKER HANNIFIN CORP
ROPER INDUSTRIES INC NEW
FLOWSERVE CORP
IDEX CORP
ROBBINS & MYERS INC
NOTES:
A. The lines represent monthly index levels derived from
compounded daily returns that include all dividends.
B. The indexes are reweighted daily, using the market
capitalization on the previous trading day.
C. If the monthly interval, based on the fiscal year-end, is
not a trading day, the preceding trading day is used.
D. The index level for all series was set to $100.0 on
10/19/1999.
</TABLE>
11
<PAGE>
PENSION PLAN AND SUPPLEMENTAL PLAN
The Company sponsors a qualified noncontributory defined benefit pension
plan for eligible salaried employees, including the named executive officers
specified in the Summary Compensation Table above (except for Mr. Trapani, who
is not currently eligible to participate in the pension plan), and maintains a
nonqualified noncontributory defined benefit supplemental plan for certain
highly compensated employees, which also covers the named executive officers
specified in the Summary Compensation Table (except for Mr. Trapani, who is not
currently eligible to participate in the supplemental plan). The eligibility
requirements of the pension plan are generally the attainment of age 21 and the
completion of at least 1,000 hours of service in a specified 12-month period.
The assets of the pension plan are maintained in a trust fund at State Street
Bank and Trust Company. The pension plan is administered by a Retirement Plan
Committee appointed by the Board of Directors. Annual contributions to the
pension plan are computed by an actuarial firm based on normal pension costs and
a portion of past service costs. The pension plan provides for monthly benefits
to, or on behalf of, each participant at age 65 and has provisions for early
retirement after attainment of age 55 and five or ten years of service and
surviving spouse benefits after five years of service. Participants in the
pension plan who terminate employment prior to retirement with at least five
years of service are vested in their accrued retirement benefit. The pension
plan is subject to the Employee Retirement Income Security Act of 1974, as
amended.
The normal retirement benefit for participants in the pension plan is an
annuity payable monthly over the participant's life. If the participant is
married, he or she will receive a spousal joint and 50% survivor annuity, unless
an election out is made. Generally, the annual normal retirement benefit is an
amount equal to 1.67% of the participant's final average compensation (as
defined in the pension plan), reduced by the maximum offset allowance (as
defined in the pension plan) multiplied by years of service (maximum 25 years).
For the 1997, 1998 and 1999 plan years, annual compensation in excess of
$160,000 per year is disregarded for all purposes under the pension plan
($150,000 for plan years prior to 1997). However, benefits accrued prior to the
1994 plan year may be based on compensation in excess of $150,000. Compensation
recognized under the pension plan generally includes base salary and annual
bonus.
The supplemental plan provides additional monthly benefits to (i) a select
group of key executives, (ii) individuals who were projected to receive reduced
benefits as a result of changes made to the pension plan to comply with the Tax
Reform Act of 1986 and (iii) executives who will be affected by IRS limits on
compensation under the pension plan. The supplemental plan is not a
tax-qualified plan, and is subject to certain provisions of the Employee
Retirement Income Security Act of 1974, as amended. The supplemental plan is not
funded.
Tier one benefits are provided under the supplemental plan to a select group
of key executives. The annual benefit under tier one payable at normal
retirement is equal to the difference between (1) 2% of the highest three year
average pay multiplied by years of service up to ten years, plus 3% of average
pay times years of service in excess of ten years, to a maximum of 50% of
average pay, less (2) the annual benefit payable under the pension plan formula
described above. Normal retirement age under tier one is age 62.
12
<PAGE>
The following table illustrates total annual normal retirement benefits
(payable from both the pension plan and from the supplemental plan and assuming
attainment of age 62 during 1999) for various levels of final average
compensation and years of benefit service under tier one of the supplemental
plan.
<TABLE>
<CAPTION>
FINAL AVERAGE COMPENSATION ESTIMATED TOTAL ANNUAL RETIREMENT BENEFIT
FOR THREE HIGHEST CONSECUTIVE (PENSION PLAN PLUS SUPPLEMENTAL PLAN, TIER ONE)
YEARS IN LAST 10 YEARS BASED ON YEARS OF SERVICE (1)
- ----------------------------- -------------------------------------------------
5 YEARS 10 YEARS 15 YEARS 20 YEARS
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
$ 100,000 $10,000 $20,000 $35,000 $50,000
150,000 15,000 30,000 52,500 75,000
200,000 20,000 40,000 70,000 100,000
250,000 25,000 50,000 87,500 125,000
300,000 30,000 60,000 105,000 150,000
350,000 35,000 70,000 122,500 175,000
400,000 40,000 80,000 140,000 200,000
450,000 45,000 90,000 157,500 225,000
500,000 50,000 100,000 175,000 250,000
550,000 55,000 110,000 192,500 275,000
600,000 60,000 120,000 210,000 300,000
</TABLE>
- ------------------------
(1) The annual pension plan and supplemental plan benefits are computed on the
basis of a straight life annuity.
Messrs. Bloss, Carlsen and Orza have 7, 5 and 3 years, respectively, of
benefit service under the pension plan (which includes years of benefit service
credited under the Watts pension plan) and are eligible for tier one benefits.
Mr. Trapani has no years of benefit service under the pension plan and is
accordingly not currently eligible for any retirement benefits under the pension
plan or the supplemental plan. Eligible employees are currently limited to a
maximum annual benefit under the pension plan of $130,000 (subject to cost of
living adjustments) under Internal Revenue Code requirements regardless of their
years of service or final average compensation. Accordingly, under current
salary levels and law, annual benefits are limited to such amount under the
pension plan.
EMPLOYMENT AGREEMENTS
The Company has entered into an employment agreement with Mr. Bloss,
pursuant to which Mr. Bloss serves as our Chief Executive Officer and President
and as our Chairman of the Board for a term of three years beginning on the date
of the spin-off of the Company from Watts. The agreement will be automatically
extended for additional one-year terms unless either the Company or Mr. Bloss
elects to terminate it by notice in writing at least 90 days prior to the third
anniversary of the agreement or each anniversary thereafter. Mr. Bloss' base
salary is currently $400,000. Mr. Bloss is also eligible to receive incentive
compensation in an amount to be determined by the Board.
Upon termination of employment due to the death or disability of Mr. Bloss,
all unexercisable stock options will immediately vest and will be exercisable
for one year and the Company will pay health insurance premiums for Mr. Bloss
and his family for one year.
If employment is terminated by Mr. Bloss for "good reason", or if the
Company terminates his employment without "cause", Mr. Bloss will receive a
severance payment equal to two times the sum of his average base salary and
average incentive compensation (as determined in accordance with the agreement),
payable over 24 months. In addition, certain stock options and restricted stock
units held by Mr. Bloss will become exercisable or nonforfeitable, and
Mr. Bloss will receive additional vesting credit under the supplemental plan.
13
<PAGE>
If a "change in control" (as defined in the agreement) occurs and
Mr. Bloss' employment is terminated by the Company without cause or by
Mr. Bloss with good reason within 18 months of such change in control,
Mr. Bloss will receive a lump sum amount in cash equal to three times the sum of
his then current base salary and most recent bonus, all of his stock options and
stock-based awards will become immediately exercisable, he will be fully vested
in his accrued benefit under the supplemental plan, and the Company will pay
health insurance premiums for Mr. Bloss and his family for one year. In
addition, Mr. Bloss will receive a tax gross-up payment to cover any excise tax
due.
The Company also had entered into an employment agreement as of the spin-off
date with Mr. Trapani, calling for a base salary of $225,000. As was previously
announced, however, Mr. Trapani has resigned from the Company and, accordingly,
has terminated his employment agreement effective February 29, 2000.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS INCLUDING
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
In connection with the spin-off, the Company and Watts have continuing
obligations to one another under a distribution agreement and certain other
agreements. For a more detailed description of these obligations, see the
section entitled "Relationship Between CIRCOR and Watts" in the Registration
Statement on Form 10 filed by the Company with the Securities and Exchange
Commission on October 6, 1999 under File No. 000-26961.
TIMOTHY P. HORNE, a director of CIRCOR, is also a director of Watts and
beneficially owns voting securities entitled to approximately 78.1% of the
voting power of the outstanding Watts common stock and approximately 29.9% of
the voting power of the outstanding CIRCOR common stock.
DAVID F. DIETZ, a director of CIRCOR and a member of the Compensation
Committee, has a professional corporation, which is a partner of Goodwin,
Procter & Hoar LLP, a law firm which provides legal services to CIRCOR.
DANIEL J. MURPHY, III, a director of CIRCOR, is also a director of Watts and
serves on the Compensation Committee of both entities.
POLICY REGARDING INSIDER TRANSACTIONS
Our policy is that any future transactions with our Directors, officers,
employees or affiliates be approved in advance by a majority of the Board of
Directors, including a majority of the disinterested members of the Board, and
be on terms no less favorable to CIRCOR than we could obtain from non-affiliated
parties.
SECURITY OWNERSHIP OF CIRCOR COMMON STOCK BY CERTAIN BENEFICIAL
OWNERS, DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth certain information regarding beneficial
ownership of Common Stock as of March 1, 2000 based on representations to the
Company by each Director and Named Executive Officer. Unless otherwise indicated
below, to the knowledge of the Company, all persons listed below have
14
<PAGE>
sole voting and investment power with respect to their shares of Common Stock,
except to the extent authority is shared by spouses under applicable law.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
--------------------------------
NAME OF BENEFICIAL OWNER (1) NUMBER PERCENT
- ---------------------------- --------------- ---------
<S> <C> <C>
Timothy P. Horne (2)........................................ 3,955,391(4)(5) 28.9%
Gabelli Entities (10)....................................... 1,929,950 14.12%
Perkins, Wolf, McDonnell & Company (3)...................... 1,236,200 9.04%
George B. Horne (2)(6)...................................... 1,062,300 7.77%
Frederic B. Horne (7)....................................... 770,236 5.63%
Daniel W. Horne (2)(8)...................................... 667,920 4.89%
Deborah Horne (2)(9)........................................ 667,920 4.89%
Franklin Resources, Inc. (9)................................ 690,775 5.05%
David A. Bloss, Sr.......................................... 351,457 2.57%
Dewain K. Cross............................................. 0 *
David F. Dietz.............................................. 2,000 *
Daniel J. Murphy, III....................................... 2,200 *
Cosmo S. Trapani............................................ 0 *
Alan R. Carlsen............................................. 69,931 *
George M. Orza.............................................. 34,999 *
All executive officers and directors as a group (8)
persons................................................... 4,419,978 32.3%
</TABLE>
- ------------------------
* Less than 1%.
(1) The address of each shareholder in the table is c/o CIRCOR
International, Inc., 35 Corporate Drive, Burlington, Massachusetts 01803,
except that Frederic B. Horne's address is c/o Conifer Ledges, Ltd., 219
Liberty Square, Danvers, Massachusetts 01923, Franklin Resources, Inc.'s
address is 777 Mariners Island Blvd., San Mateo, California 94403, Perkins,
Wolf, McDonnell & Company's address is 53 W. Jackson Blvd, Suite 722,
Chicago, Illinois 60604, and the Gabelli Entities' address is One Corporate
Center, Rye, NY 10580.
(2) Timothy P. Horne, George B. Horne, Daniel W. Horne and Deborah Horne,
together with Tara V. Horne and Judith Rae Horne (as trustee and custodian
for her minor daughter), as depositors under the 1997 Voting Trust (see
footnote 5), may be deemed a "group" as that term is used in
Section 13(d)(3) of the Exchange Act.
(3) The information is based on a Schedule 13(G) filed with the Securities and
Exchange Commission by Perkins, Wolf, McDonnell & Company on February 10,
2000. Perkins, Wolf, McDonnell & Company has stated in the Schedule 13(G)
that it is an investment adviser registered under the Investment Advisers
Act of 1940 and that it has shared power to vote and/or dispose of all such
shares.
(4) Includes (i) 1,406,981 shares of common stock beneficially owned by Timothy
P. Horne (for purposes of this footnote, "Mr. Horne"), (ii) 667,920 shares
held for the benefit of Daniel W. Horne, Mr. Horne's brother, under a
revocable trust for which Mr. Horne serves as sole trustee, (iii) 667,920
shares held for the benefit of Deborah Horne, Mr. Horne's sister, under a
trust for which Mr. Horne serves as sole trustee, which trust is revocable
with the consent of the trustee, (iv) 1,062,300 shares held for the benefit
of George B. Horne, Mr. Horne's father, under a revocable trust for which
Mr. Horne serves as co-trustee, (v) 20,000 shares owned by Tara V. Horne,
Mr. Horne's daughter, (vi) 103,870 shares held by Judith Rae Horne,
Mr. Horne's wife, as trustee and custodian for her minor daughter,
(vii) 15,100 shares held for the benefit of Tara V. Horne, under an
irrevocable trust for which Mr. Horne serves as trustee and (viii) 11,300
shares held for the benefit of Mr. Horne's minor daughter, under an
irrevocable trust for which Mr. Horne serves as trustee. See footnote 7. A
total of 1,375,610 of the shares noted in clause (i) and all of the shares
noted in clauses (ii) through
15
<PAGE>
(viii) of this footnote (3,924,020 shares in the aggregate) are held in a
voting trust for which Mr. Horne serves as trustee. See footnote 6.
(5) 1,375,610 shares of common stock held by Timothy P. Horne, individually, all
shares of common stock held by trusts for the benefit of Daniel W. Horne,
Deborah Horne, Tara V. Horne, Timothy P. Horne's minor daughter and George
B. Horne, 103,870 shares of common stock held by Judith Rae Horne, as
custodian and trustee for her minor daughter, and 20,000 shares of common
stock held by Tara V. Horne (3,924,020 shares in the aggregate) are subject
to the terms of The Amended and Restated George B. Horne Voting Trust
Agreement--1997 (the "1997 Voting Trust"). Under the terms of the 1997
Voting Trust, the trustee (currently Timothy P. Horne) has sole power to
vote all shares subject to the 1997 Voting Trust. Timothy P. Horne, for so
long as he is serving as trustee of the 1997 Voting Trust, has the power to
determine in his sole discretion whether or not proposed actions to be taken
by the trustee of the 1997 Voting Trust shall be taken, including the
trustee's right to authorize the withdrawal of shares from the 1997 Voting
Trust (for purposes of this footnote, the "Determination Power"). In the
event that Timothy P. Horne ceases to serve as trustee of the 1997 Voting
Trust, no trustee thereunder shall have the Determination Power except in
accordance with a duly adopted amendment to the 1997 Voting Trust. Under the
terms of the 1997 Voting Trust, in the event Timothy P. Horne ceases to
serve as trustee of the 1997 Voting Trust, then Walter J. Flowers, David F.
Dietz and Daniel J. Murphy, III (the "Successor Trustees") shall thereupon
become co-trustees of the 1997 Voting Trust. At any time, Timothy P. Horne,
if then living and not subject to incapacity, may designate up to two
additional persons, one to be designated as the primary designee (the
"Primary Designee") and the other as the secondary designee ("Secondary
Designee"), to serve in the stead of any Successor Trustee who shall be
unable or unwilling to serve as a trustee of the 1997 Voting Trust. Such
designations are revocable by Timothy P. Horne at any time prior to the time
at which such designees become trustees. If any of the Successor Trustees is
unable or unwilling or shall otherwise fail to serve as a trustee of the
1997 Voting Trust, or after becoming a co-trustee shall cease to serve as
such for any reason, then there shall continue to be two trustees and a
third trustee shall be selected in accordance with the following line of
succession: first, any individual designated as the Primary Designee, next,
any individual designated as the Secondary Designee, and then, any
individual appointed by the holders of a majority in interest of the voting
trust certificates then outstanding. In the event that the Successor
Trustees shall not concur on matters not specifically contemplated by the
terms of the 1997 Voting Trust, the vote of a majority of the Successor
Trustees shall be determinative. No trustee or Successor Trustee shall
possess the Determination Power unless it is specifically conferred upon
such trustee by way of an amendment to the 1997 Voting Trust.
The 1997 Voting Trust expires on August 26, 2021, subject to extension on or
after August 26, 2019 by shareholders (including the trustee of any trust
stockholder, whether or not such trust is then in existence) who deposited
shares of common stock in the 1997 Voting Trust and are then living or, in
the case of shares 46 in the 1997 Voting Trust the original depositor of
which (or the trustee of the original deposit of which) is not then living,
the holders of voting trust certificates representing such shares. The 1997
Voting Trust may be amended by vote of the holders of a majority of the
voting trust certificates then outstanding and by the number of trustees
authorized to take action at the relevant time or, if the trustees (if more
than one) do not concur with respect to any proposed amendment at any time
when any trustee holds the Determination Power, then by the trustee having
the Determination Power. In certain cases (i.e., changes to the extension,
termination and amendment provisions), each individual depositor must also
approve amendments. Shares may not be removed from the 1997 Voting Trust
during its term without the consent of the requisite number of trustees
required to take action under the 1997 Voting Trust. Voting trust
certificates are subject to any restrictions on transfer applicable to the
stock that they represent.
Timothy P. Horne holds 35.1% of the total beneficial interest in the 1997
Voting Trust (the "Beneficial Interest") individually, 17.0% of the
Beneficial Interest as trustee of a revocable trust, 17.0% of the
16
<PAGE>
Beneficial Interest as trustee of a trust revocable with the consent of the
trustee, 26.8% of the Beneficial Interest as co-trustee of a revocable trust
and 0.7% of the Beneficial Interest as trustee of two irrevocable trusts
(representing an aggregate of 96.85% of the Beneficial Interest). George B.
Horne holds 26.8% of the Beneficial Interest as co-trustee of a revocable
trust. Tara V. Horne, individually and as a beneficiary of an irrevocable
trust holds 0.9% of the Beneficial Interest, and Judith Rae Horne, as
trustee or custodian for Timothy P. Horne's minor daughter, holds 2.7% of
the Beneficial Interest.
(6) Consists of 1,062,300 shares held in a revocable trust for which Timothy P.
Horne and George B. Horne serve as co-trustees. All of such shares are
subject to the 1997 Voting Trust. See footnote 5.
(7) The information relating to the number and nature of Frederic B. Horne's
beneficial ownership is based on a Schedule 13G filed with the Securities
and Exchange Commission on February 25, 2000 by Frederic B. Horne (for
purposes of this footnote, "Mr. Horne"). Includes (i) 653,436 shares of
common stock beneficially owned by Mr. Horne, (ii) 11,300 shares held for
the benefit of Mr. Horne's minor daughter, under an irrevocable trust for
which Mr. Horne serves as trustee, (iii) 5,500 shares beneficially owned by
Mr. Horne's minor daughter for which Mr. Horne is custodian; and
(iv) 100,000 shares held by Mr. Horne as trustee under an irrevocable trust
for the benefit of him, his daughter and future descendents.
(8) Shares held in a revocable trust for which Timothy P. Horne serves as sole
trustee, and are subject to the 1997 Voting Trust. See footnote 5.
(9) The information is based on a Form 13F filed with the Securities and
Exchange Commission by Franklin Resources, Inc., Franklin Advisory
Services, Inc., Franklin Management, Inc. and Franklin Advisers, Inc.
reporting their aggregate holdings of shares of Class A Common Stock as of
February 10, 1999. Franklin Advisory Services, Inc., Franklin
Management, Inc. and Franklin Advisors, Inc. have stated in the Form 13F
that they are investment advisers registered under the Investment Advisers
Act of 1940, and that as direct or indirect investment advisory subsidiaries
of Franklin Resources, Inc. have all investment and/or voting power of the
shares.
(10) This information is based on an amended Schedule 13D filed with the
Securities and Exchange Commission on March 3, 2000 on behalf of Mario J.
Gabelli and Marc J. Gabelli and various entities which either one directly
or indirectly controls or for which either one acts as chief investment
officer including but not limited to Gabelli Funds LLC, GAMCO
Investors, Inc. and Gabelli Securities, Inc. (the "Gabelli Entities").
According to the Schedule 13D, the Gabelli Entities engage in various
aspects of the securities business, primarily as investment adviser to
various institutional and individual clients, including registered
investment companies and pension plans, as broker/dealer and as general
partner of various private investment partnerships. Certain Gabelli Entities
may also make investments for their own accounts. As of March 3, 2000,
Gabelli Funds LLC, GAMCO Investors, Inc., and Gabelli Securities, Inc. held
520,000, 1,408,950 and 1,000 shares respectively. Subject to certain
limitations, each of the foregoing has all investment and/or voting power in
the shares except that GAMCO Investors does not have the authority to vote
2,000 of the shares.
17
<PAGE>
PROPOSAL 2
RATIFICATION OF AUDITORS
The Company's financial statements for the year ended December 31, 1999 were
audited by KPMG LLP, which has audited the Company's books and records since its
inception. The Board of Directors recommends to the stockholders that they
ratify the selection of KPMG LLP to examine and report upon the financial
statements of the Company for the fiscal year ending December 31, 2000. KPMG LLP
has no direct or indirect interest in the Company or any affiliate of the
Company.
VOTE REQUIRED FOR APPROVAL
A quorum being present, the affirmative vote of a majority of the votes cast
is necessary to ratify the selection of KPMG LLP as the independent auditors of
the Company for the fiscal year ended December 31, 2000.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR THE RATIFICATION
OF THE SELECTION OF KPMG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR
FISCAL 2000.
PROPOSAL 3
APPROVAL OF MATERIAL TERMS OF PERFORMANCE GOALS OF THE 1999
STOCK OPTION AND INCENTIVE PLAN
The Company's 1999 Stock Option and Incentive Plan (the "Plan") was adopted
by the Board of Directors and approved by Watts, in its capacity as sole
shareholder at that time, on August 10, 1999. When the Plan was adopted, the
Company stated that it intended to seek shareholder approval of the material
terms of the performance goals of the Plan at the next shareholders meeting.
Such shareholder approval is necessary in order to ensure that certain awards
(e.g., stock options, stock appreciation rights, restricted stock, performance
shares, and deferred stock) granted under the Plan to the top five Named
Executive Officers qualify as "performance-based compensation" under
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code").
The Board of Directors believes that stock options and other stock-based
awards play an important role in the success of the Company. Section 162(m) of
the Code and the regulations thereunder generally would disallow a federal
income tax deduction to the Company for compensation in excess of $1 million
paid in any year to any of those Executive Officers included in the Summary
Compensation Table who are employed by the Company on the last day of the
taxable year ("Covered Employees"). However, this limitation on compensation
expense does not apply to payments of "performance-based compensation", the
material terms of which have been approved by stockholders. Certain awards under
the Plan to Covered Employees are intended to be "performance-based
compensation" for this purpose. Awards to the top five Named Executive Officers
under the Plan will qualify as "performance-based compensation" only if the
stockholders approve the authority of a Committee (as defined below) to issue
awards under the Plan, from time to time, which are subject to one or more of
the performance criteria discussed below. Failure of the stockholders to approve
such authority would result in an inability by the Company to deduct certain
compensation expenses but would not prohibit any such awards from being granted
under the Plan.
In order to ensure that such awards do qualify as "performance-based
compensation" under the Code, shareholders are being asked to approve the
authority of a committee of not less than two independent Directors (the
"Committee") to grant, at the Committee's discretion, awards under the Plan the
vesting of which is conditioned on the satisfaction of one or more of the
following performance criteria (the "Section 162(m) Performance Criteria"):
(i) the Company's return on equity, assets, capital or investment; (ii) pre-tax
or after-tax profit levels of the Company or any subsidiary, division, operating
unit or business segment thereof, or any combination of the foregoing;
(iii) cash flow or similar measures; (iv) total stockholder return; (v) changes
in the market price of the Company's common stock; (vi) sales or
18
<PAGE>
market share; or (vii) earnings per share. In exercising such authority, the
Committee must select the particular performance criteria within 90 days
following the commencement of a performance cycle, and, in addition, the maximum
award of restricted stock, performance shares or deferred stock (or combination
thereof) for any one individual that is intended to qualify as
"performance-based compensation" under Section 162(m) of the Code will not
exceed 200,000 shares of Common Stock (subject to adjustment for stock splits
and similar events) for any performance cycle.
SUMMARY OF THE 1999 STOCK OPTION AND INCENTIVE PLAN
The following is a summary of material terms of the Plan. A more detailed
summary of the Plan was set forth in the Registration Statement on Form 10 filed
by the Company with the Securities and Exchange Commission on October 6, 1999
under File No. 000-26961. In addition, a complete copy of the Plan was appended
as an exhibit to the Form 10 filing.
ADMINISTRATION. The Plan provides for administration by either the Board of
Directors or a committee of not fewer than two non-employee directors, as
appointed by the Board of Directors from time to time. The Administrator has
full power to select, from among the employees and directors eligible for
awards, the individuals to whom awards will be granted, to make any combination
of awards to participants, and to determine the specific terms and conditions of
each award, subject to the provisions of the Plan.
ELIGIBILITY AND LIMITATIONS ON GRANTS. All officers, employees and
directors of the Company are eligible to participate in the Plan, subject to the
discretion of the Administrator. In no event may any one participant receive
options to purchase more than 500,000 shares of common stock (subject to
adjustment for stock splits and similar events) during any one calendar year. In
addition, as stated above, the maximum award of restricted stock, deferred stock
or performance shares (or combination thereof) for any one individual that is
intended to qualify as "performance-based compensation" under Section 162(m) of
the Code may not exceed 200,000 shares of common stock (subject to adjustment
for stock splits and similar events) for any performance cycle.
TYPES OF AWARDS. Under the Plan, the Administrator has the discretion to
issue the following types of awards with such terms and conditions (including
vesting schedules) as the Administrator may from time to time determine:
(i) stock options (both incentive stock options and non-qualified stock options
under Section 422 of the Code) containing a maximum terms of ten years from the
date of grant; (ii) restricted stock awards which may require the attainment of
certain performance goals and/or continued employment (or other business
relationship) in order for vesting to occur; (iii) deferred stock awards (e.g.,
phantom stock) which are ultimately payable in the form of shares of common
stock and which may require the attainment of certain performance goals and/or
continued employment (or other business relationship) in order for vesting to
occur; (iv) unrestricted stock awards in recognition of past services or other
valid consideration; and (v) performance share awards entitling the recipient to
receive shares of common stock upon the achievement of specified individual or
Company performance goals. In granting awards of restricted stock, performance
shares and deferred stock, the Administrator may require that the vesting of
certain such awards be conditioned on the satisfaction of performance criteria,
which may include any or all of the following:
- our return on equity, assets, capital or investment;
- our pre-tax or after-tax profit levels or those of any subsidiary,
division, operating unit or business segment, or any combination of the
foregoing;
- cash flow or similar measures;
- total stockholder return;
- changes in the market price of our common stock;
19
<PAGE>
- sales or market share; or
- earnings per share.
The Administrator will select the particular performance criteria within
90 days following the commencement of a performance cycle. In addition, the
maximum award of restricted stock, deferred stock or performance shares (or
combination thereof) for any one individual that is intended to qualify as
"performance-based compensation" under Section 162(m) of the Code may not exceed
200,000 shares of common stock (subject to adjustment for stock splits and
similar events) for any performance cycle.
AMENDMENTS AND TERMINATION. The Board of Directors may at any time amend or
discontinue the Plan and the Administrator may at any time amend or cancel any
outstanding award for the purpose of satisfying changes in law or for any other
lawful purpose, but no such action may be taken that would adversely affect the
rights of a holder under an outstanding award without the holder's consent. To
the extent required by the Code to ensure that options granted under the Plan
qualify as incentive options, and to ensure that compensation earned under
certain awards qualifies as performance-based compensation under Section 162(m)
of the Code, certain amendments to the Plan are subject to shareholder approval.
VOTE REQUIRED FOR APPROVAL
A quorum being present, the affirmative vote of a majority of the votes cast
is necessary to approve the authority of a committee of two or more independent
directors, from time to time, to issue awards under the Plan subject to one or
more of the Section 162(m) Performance Citeria that would enable such awards to
constitute "performance-based compensation" under Section 162(m) of the Code.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR THE APPROVAL OF
THE AUTHORITY OF A COMMITTEE OF TWO OR MORE INDEPENDENT DIRECTORS, FROM TIME TO
TIME, TO ISSUE AWARDS UNDER THE PLAN SUBJECT TO ONE OR MORE OF THE SECTION
162(M) PERFORMANCE CRITERIA THAT WOULD ENABLE SUCH AWARDS TO CONSTITUTE
"PERFORMANCE-BASED COMPENSATION" UNDER SECTION 162(M) OF THE CODE.
MARKET VALUE
On December 31, 1999, the closing price of a share of the Company's Common
Stock on the New York Stock Exchange was $10.313.
EXPENSES OF SOLICITATION
The Company will pay the entire expense of soliciting proxies for the Annual
Meeting. In addition to solicitations by mail, certain Directors, officers and
regular employees of the Company (who will receive no compensation for their
services other than their regular compensation) may solicit proxies by
telephone, telegram or personal interview. Banks, brokerage houses, custodians,
nominees and other fiduciaries have been requested to forward proxy materials to
the beneficial owners of shares held of record by them and such custodians will
be reimbursed for their expenses.
20
<PAGE>
SUBMISSION OF STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Stockholder proposals intended to be presented at the Company's 2000 Annual
Meeting of Stockholders must be received by the Company on or after January 18,
2001 and not later than February 17, 2001 in order to be considered for
inclusion in the Company's proxy statement and form of proxy for that meeting.
The Company's By-laws provide that any stockholder of record wishing to have a
stockholder proposal considered at an annual meeting must provide written notice
of such proposal and appropriate supporting documentation, as set forth in the
By-laws, to the Company at its principal executive office not less than 90 days
nor more than 120 days prior to the first anniversary of the date of the
preceding year's annual meeting. In the event, however, that the annual meeting
is scheduled to be held more than 30 days before such anniversary date or more
than 60 days after such anniversary date, notice must be so delivered not
earlier than the close of business on the 120(th) day prior to such annual
meeting and not later than the close of business on the later of the 90(th) day
prior to such annual meeting or the 10th day after the date of public disclosure
of the date of such meeting is first made. These proposals must also comply with
the rules of the SEC governing the form and content of proposals to be included
with the Company's proxy statement and form of proxy. Any such proposal should
be mailed to: Secretary, CIRCOR International, Inc., 35 Corporate Drive,
Burlington, MA 01803.
INDEPENDENT ACCOUNTANTS
KPMG LLP has served as the Company's independent public auditors since the
Company's inception in 1999. A representative of KPMG LLP will be present at the
Annual Meeting and will be given the opportunity to make a statement if he or
she so desires. The representative will be available to respond to appropriate
questions.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10% of the Company's
outstanding shares of Common Stock (collectively, "Section 16 Persons"), to file
initial reports of ownership and reports of changes in ownership with the
Securities and Exchange Commission and Nasdaq. Section 16 Persons are required
by SEC regulations to furnish the Company with copies of all Section 16(a) forms
they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain Section 16 Persons that no Section 16(a)
reports were required for such persons, the Company believes that during Fiscal
1999, the Section 16 Persons complied with all Section 16(a) filing requirements
applicable to them.
OTHER MATTERS
The Board of Directors does not know of any matters other than those
described in this Proxy Statement that will be presented for action at the
Annual Meeting. If other matters are duly presented, proxies will be voted in
accordance with the best judgment of the proxy holders.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE
REQUESTED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE
ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
21
<PAGE>
DIRECTIONS TO
RENAISSANCE BEDFORD HOTEL
FROM LOGAN INTERNATIONAL AIRPORT: Take Route 93 North to route 95/128 South
(Exit 37B). Follow Route 95/128 South to Exit 32B (Burlington/Middlesex
Turnpike). Take a right at the end of the exit ramp onto Middlesex Turnpike.
Follow approximately 2.5 miles. The Renaissance Bedford Hotel is on the
left-hand side, just after the Route 62 intersection.
FROM NEW HAMPSHIRE: Take Route 3 South to exit 26 (Bedford/Burlington/route
62). Take a left at the end onto Route 62 East. At the third traffic light,
take a left onto Middlesex Turnpike. The Renaissance Bedford hotel is 0.5 mile
on the left-hand side.
FROM THE WEST VIA INTERSTATE 90 (MASSACHUSETTS TURNPIKE): Take Interstate
90 East to Exit 14 (Route 95/I28). Proceed North on Route 95/128 to Exit 32B
(Burlington/Middlesex Turnpike). Take a right at the end of the exit ramp onto
Middlesex Turnpike. Follow approximately 3 miles. The Renaissance Bedford
hotel is on the left-hand side, just after the Route 62 intersection.
FROM THE EAST VIA ROUTE 2: From Boston/Cambridge, take Route 2 West to
route 95/128 North. Follow Route 95/128 North to Exit 32B
(Burlington/Middlesex Turnpike). Take a right at the end of the exit ramp onto
Middlesex Turnpike. Follow approximately 3 miles. The Renaissance Bedford
Hotel is on the left hand side, just after the Route 62 intersection.
<PAGE>
C1105B
DETACH HERE
PROXY
CIRCOR INTERNATIONAL, INC.
35 CORPORATE DRIVE, BURLINGTON, MA 01803
PROXY FOR COMMON STOCK
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints David A. Bloss, Sr. and Daniel J. Murphy, III,
and each of them acting solely, proxies, with power of substitution and with
all powers the undersigned would possess if personally present, to represent
and vote, as designated on the reverse side, all of the shares of Common
Stock of CIRCOR International, Inc. which the undersigned is entitled to vote
at the Annual Meeting of Stockholders of CIRCOR International, Inc. to be
held at the Renaissance Bedford Hotel, 44 Middlesex Turnpike, Bedford,
Massachusetts, on Thursday, May 18, 2000 at 10:00 a.m. (local time), and at
any adjournment(s) or postponement(s) thereof, upon the matters set forth on
the reverse side hereof and described in the Notice of Annual Meeting of
Stockholders and accompanying Proxy Statement.
The undersigned hereby revokes any proxy previously given in connection with
such meeting and acknowledges receipt of the Notice of Annual Meeting and
Proxy Statement for the aforesaid meeting and the 1999 Annual Report to
Stockholders.
- ---------------- ----------------
| SEE REVERSE | CONTINUED AND TO BE SIGNED ON REVERSE SIDE | SEE REVERSE |
| SIDE | | SIDE |
- ---------------- ----------------
<PAGE>
C1105A
DETACH HERE
<TABLE>
<S> <C>
- ----- PLEASE MARK ----
| X | VOTES AS IN |
- ----- THIS EXAMPLE. |
This proxy when properly executed will be voted in the manner directed herein by the undersigned
stockholder. If no instruction is indicated with respect to items 1, 2 and 3 below, the
undersigned's votes will be cast in favor of items 1, 2 and 3. PLEASE SIGN, DATE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE.
FOR AGAINST ABSTAIN
1. To elect one Class I Director to hold office 2. To ratify the selection of KPMG LLP --- --- ---
for a 3-year term until the Annual Meeting as the independent auditors of the | | | | | |
of Stockholders in 2003 and until his Company for the fiscal year ending --- --- ---
successor is duly elected and qualified. December 31, 2000.
Nominee: David F. Dietz
FOR --- --- 3. To approve the authority of a
THE | | | | WITHHELD committee of two or more independent
NOMINEE | | | | directors, from time to time, to FOR AGAINST ABSTAIN
--- --- issue awards under the 1999 Stock --- --- ---
Option and Incentive Plan containing | | | | | |
one or more of the performance goals --- --- ---
which enable such awards to qualify
as "performance-based compensation"
under Section 162(m) of the Internal
Revenue Code of 1986, as amended.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT ---
| |
---
Sign exactly as your name appears on this Proxy. If the shares are
registered in the names of two or more persons, each should sign.
Executors, administrators, trustees, partners, custodians, guardians,
attorneys and corporate officers should add their full titles as such.
Signature: _________________________ Date:__________ Signature: _________________________ Date:__________
</TABLE>
