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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
ZURN INDUSTRIES, INC.
(Name Of Registrant As Specified In Its Charter)
ZURN INDUSTRIES, INC.
(Name Of Person Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
[ ] $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:
4) Proposed maximum aggregate value of transaction:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2):
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:<PAGE>
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
June 27, 1994
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders. We
look forward, with other members of the Board of Directors, to the opportunity
of greeting those stockholders who are able to attend.
Whether or not you plan to attend, proxy voting is one of your important
rights as a Zurn stockholder and a vital link between you and your Company.
If your stock is registered in the name of a bank, broker or other nominee,
you still have the right to vote by sending your voting instruction form to
the record holder.
Please complete, sign, and return the enclosed proxy or voting instructions
promptly to ensure that your shares will be represented at the meeting.
/s/ G.H. Schofield
GEORGE H. SCHOFIELD
Chairman and Chief Executive Officer
Please mail your proxy to:
Society National Bank
Corporate Trust Division
P.O. Box 97112
Cleveland, OH, U.S.A. 44197-1123<PAGE>
NOTICE OF ANNUAL MEETING
TO OUR STOCKHOLDERS:
The Annual Meeting of Stockholders of Zurn Industries, Inc. will be held at
The Plaza, 768 Fifth Avenue, New York, New York, on Friday, August 5, 1994, at
10:00 a.m. EDT, for the following purposes:
1. To elect two (2) directors for terms of three (3) years each.
2. To ratify the appointment of Ernst & Young as independent auditors for
the current fiscal year.
3. To consider and act upon such other business as may properly come before
the meeting.
The Board of Directors has fixed the close of business on June 17, 1994, as
the record date for the determination of stockholders entitled to notice of
and to vote at this Annual Meeting.
ZURN INDUSTRIES, INC.
DENNIS HAINES
General Counsel and Secretary
Erie, Pennsylvania
June 27, 1994
EVERY STOCKHOLDER'S VOTE IS IMPORTANT.
PLEASE COMPLETE, SIGN, AND RETURN YOUR PROXY.<PAGE>
ZURN INDUSTRIES, INC.
ONE ZURN PLACE
ERIE, PENNSYLVANIA 16514-2000
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Zurn Industries, Inc. (hereinafter the "Company") of
proxies for the Annual Meeting of Stockholders to be held Friday, August 5,
1994. You are requested to sign and return the enclosed proxy card to ensure
that your shares are voted. A stockholder giving this proxy has the power to
revoke it at any time before it is exercised by giving notice to the Secretary
of the Company. The cost of proxy solicitation will be borne by the Company.
Following the mailing on June 27, 1994, of the Notice of Annual Meeting, this
Proxy Statement and proxy form, employees of the Company may solicit proxies
by personal interview, mail, telephone, or telegraph, and the Company has
retained D.F. King & Co., Inc. to aid in the solicitation of certain proxies
at an anticipated fee of $10,000 plus out-of-pocket expenses. A copy of the
Annual Report for the fiscal year ended March 31, 1994, accompanies this Proxy
Statement or has been mailed to stockholders entitled to vote at this Annual
Meeting.
VOTING SECURITIES
On the record date, June 17, 1994, there were outstanding 12,407,646 shares of
Common Stock and 2,900 shares of Preferred Stock entitled to notice of and to
vote at the meeting. Each share of Common Stock and each share of Preferred
Stock is entitled to one vote and holders of Common and Preferred Stock will
vote together as a single class.
ELECTION OF DIRECTORS
Two (2) directors are to be elected for a term of three (3) years each. It is
intended that the shares represented by the proxies will be voted in favor of
nominees proposed by the Board of Directors who are listed on the following
page with brief statements setting forth their present principal occupations
and other information. In the event that any nominee for director shall not
be a candidate for election, votes will be cast for such substitute nominee as
may be nominated by the Board of Directors. A majority of the votes cast is
required to elect a director. Abstentions and broker nonvotes will not be
counted as votes cast.
Page 1<PAGE>
NOMINEES FOR ELECTION AS DIRECTORS
WILLIAM A. FREEMAN
President, Zurn Industries, Inc. Senior Vice President-Finance and
Administration, 1986-1991. Associated with the Company since 1973.
Director of Integra Financial Corporation.
Age 51 Board Committee - 3 Director since April 1991
GEORGE H. SCHOFIELD
Chairman and Chief Executive Officer, Zurn Industries, Inc. Associated with
the Company since 1984. Director of Autoclave Engineers, Inc., Goodyear
Tire and Rubber Company and National Fuel Gas Company.
Age 64 Board Committees - 2,5 Director since November 1984
DIRECTORS WHOSE TERMS OF OFFICE CONTINUE UNTIL 1995
EDWARD J. CAMPBELL
Former President, J I Case Co. (farm and construction machinery and
equipment) and Newport News Shipbuilding (shipbuilding and repairing).
Director of Global Marine, Inc.
Age 66 Board Committees - 1,2,3,5 Director since August 1986
ALTON S. CARTWRIGHT
Former Chairman and Chief Executive Officer, Canadian General Electric
Company. Director of Co-Steel, Inc.
Age 71 Board Committees - 4,5,6 Director since June 1984
CHARLES L. HEDRICK
Vice Chairman, Zurn Industries, Inc. Senior Executive Vice President, 1983-
1992. Associated with the Company since 1966.
Age 59 Board Committee - 6 Director since April 1992
DAVID W. WALLACE
Director, Chairman and Chief Executive Officer, Lone Star Industries, Inc.
(cement and concrete products) and Director and Chairman, The Putnam Trust
Company of Greenwich (commercial bank and trust company). Former Chairman,
National Securities and Research Corporation (mutual fund investment
manager) and former Chairman and Chief Executive Officer, Todd Shipyards
Corporation (shipbuilding and repairing) and Bangor Punta Corp. Director of
Holmes Protection Group.
Age 70 Board Committees - 4,5 Director since August 1986
Board Committees
1 - Audit 4 - Management Development and Compensation
2 - Executive 5 - Nominating
3 - Finance 6 - Public Policy
Page 2<PAGE>
DIRECTORS WHOSE TERMS OF OFFICE CONTINUE UNTIL 1996
ZOE BAIRD
Senior Vice President and General Counsel, Aetna Life and Casualty Company
(multi-line insurance company). Former Counsellor and Staff Executive,
General Electric Company (aerospace, broadcasting, and electrical equipment
manufacturer). Director of Southern New England Telecommunications
Corporation and The Southern New England Telephone Company.
Age 42 Board Committees - 3,5,6 Director since August 1993
WILLIAM E. BUTLER
Chairman and Chief Executive Officer, Eaton Corporation (manufacturer of
vehicle powertrain components and controls). Director of Bearings Inc.,
Ferro Corporation and Pitney-Bowes, Inc.
Age 63 Board Committees - 1,4,5 Director since November 1992
DIRECTOR WHO IS RETIRING
KENNETH S. AXELSON
Former Executive Vice President and Director, J.C. Penney Company, Inc.
Director of Protection Mutual Insurance Company, UNUM Corporation and
several Merrill Lynch funds. Trustee of The Chicago Dock and Canal Trust.
Age 71 Board Committees - 1,2,3,5 Director since February 1983
Mr. Axelson will not stand for re-election in accordance with the Board's
retirement policy. He has given generously of his time and has contributed
significantly to the Company's progress.
DIRECTOR EMERITUS
JAMES A. ZURN
Senior Vice President, Zurn Industries, Inc. Associated with the Company
since 1969.
Mr. Axelson's retirement reduces the number of nonmanagement directors to
five. To allow for the maintenance of an appropriate ratio of nonmanagement-
to-management directors without increasing the size of the Board, Mr. James A.
Zurn agreed to resign as a director as of June 17, 1994. The Board reduced
the number of directors to nine upon Mr. Zurn's resignation and has provided
for the further reduction of the number of directors to eight effective upon
the retirement of Mr. Axelson.
Mr. Zurn will continue to serve the Company as Senior Vice President. In
addition, he will serve in an advisory role at meetings of the Board of
Directors and its Committees, and undertake such other assignments as may be
made by the Board. The Board wishes to convey its gratitude to Mr. Zurn for
serving as a director with dedication and distinction for twenty-four years
and looks forward to his continuing service to the Company in the years to
come.
Page 3<PAGE>
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has an Audit Committee, an Executive Committee, a
Finance Committee, a Management Development and Compensation Committee, a
Nominating Committee and a Public Policy Committee. The membership of each of
these Committees is designated in the information on Nominees and Directors.
The Audit Committee (E.J. Campbell, Chairman) considers accounting and
auditing matters concerning the Company and makes recommendations to the Board
of Directors as the Committee deems appropriate. Its responsibilities also
include recommending to the Board the engagement of independent public
accountants to audit the financial statements of the Company, reviewing the
proposed scope and results of the annual audit, and reviewing the scope,
adequacy and results of the Company's internal audit and control procedures.
The Executive Committee (K.S. Axelson, Chairman) possesses and may exercise
all of the powers of the Board of Directors in the management of the Company's
business between meetings of the Board. In addition, specific powers and
duties may be conferred on the Committee by the Board from time to time.
The Finance Committee (K.S. Axelson, Chairman) establishes investment policies
for the Company's cash and pension funds and reviews and recommends to the
Board actions with respect to borrowing and credit agreements and the payment
of dividends.
The Management Development and Compensation Committee (D.W. Wallace, Chairman)
reviews the plans for developing successor executive officers and senior
operating management. It also approves the adoption of compensation plans and
the payments or grants made under the plans.
The Nominating Committee (D.W. Wallace, Chairman) selects and recommends to
the Board nominees for election as directors and will consider nominees
recommended by the stockholders. Recommendations by stockholders must be
forwarded to the Secretary of the Company at least 90 days prior to the Annual
Meeting and should identify the nominee by name and provide pertinent
information concerning the nominee's background and experience.
The Public Policy Committee (A.S. Cartwright, Chairman) reviews the Company's
policies and procedures to assure sensitivity and responsiveness to corporate
citizenship issues. These include stockholder issues and social and public
concerns such as the environment, product and public safety, employee health
and safety, affirmative action and charitable contributions.
During the prior fiscal year, the Audit Committee, the Management Development
and Compensation Committee and the Public Policy Committee each met three
times, the Finance Committee met two times, and the Nominating Committee met
once. Six meetings of the Board of Directors were conducted. Each Director
attended more than 75% of the meetings of the Board and the committees on
which he or she served, except for Mr. Axelson, who was unable to attend the
January 1994 Audit Committee meeting (along with the Board meeting) because of
illness.
Page 4<PAGE>
SECURITY OWNERSHIP OF COMMON STOCK
Beneficial ownership of the Common Stock of the Company as of June 1, 1994, by
each party known to the directors to own more than 5%, by each director and
named executive officer, and by directors and executive officers as a group,
was:
Number of Shares
Sole Investment Shared Investment Percent of
Name and Voting Power (1) and Voting Power Class (2)
Owners of More Than 5%:
Mitchell Hutchins
Institutional
Investors, Inc. (3) 1,012,700 7.8%
Systematic Financial
Management Incorporated (4) 895,555 6.9
Directors and Named
Executive Officers:
Kenneth S. Axelson 7,000
Zoe Baird 1,100
William E. Butler 1,300
Edward J. Campbell 6,180
Alton S. Cartwright 6,000
Donald F. Fessler 33,115
William A. Freeman 75,195
Charles L. Hedrick 61,677
John E. Rutzler III 10,750
George H. Schofield 136,788 1.1
David W. Wallace 7,000 2,000
James A. Zurn 76,904 (5) 12,760
Directors and Executive
Officers as a group 433,759 14,806 3.5
(1) Includes shares that may be acquired within 60 days after June 1, 1994,
upon the exercise of options: D.F. Fessler - 30,000; W.A. Freeman -
45,250; C.L. Hedrick - 42,250; J.E. Rutzler III - 10,750; G.H. Schofield
- 81,250; J.A. Zurn - 1,500; Z. Baird - 1,000; W.E. Butler - 1,000; each
other nonemployee director - 5,000; all directors and executive officers
as a group - 243,750.
(2) If more than 1% of outstanding Common Stock and shares deemed to be
outstanding in accordance with rules of the Securities and Exchange
Commission.
(3) 1285 Avenue of the Americas, New York, NY 10019.
(4) 2 Executive Drive, Fort Lee, NJ 07024.
(5) Includes 50,448 shares held by the Estate of E.F. Zurn in which J.A.
Zurn, as Executor, has no current beneficial interest.
Page 5<PAGE>
COMPLIANCE WITH EXCHANGE ACT SECTION 16(a)
Management believes that the Company is in compliance with Exchange Act
Section 16(a) except that until May 1994 filings with the Securities and
Exchange Commission inadvertently omitted the purchase in September 1986 of
2,000 shares of the Company's Common Stock by the wife of Mr. Wallace.
SUMMARY COMPENSATION TABLE
The following sets forth the compensation of the Company's five most highly
compensated executive officers, including the Chief Executive Officer (the
"named executive officers"), for the past three fiscal years ended March 31.
The Company's stock option plan is its only long-term compensation plan.
Long-Term
Compensation
Number of
Annual Securities
Compensation Underlying
Name and Position Year Salary Bonus Stock Options
George H. Schofield 1994 $390,000
Chairman and 1993 388,000 $260,000 25,000
Chief Executive Officer 1992 363,833 190,000 25,000
Charles L. Hedrick 1994 262,750 18,000
Vice Chairman 1993 241,000 175,000 16,000
1992 216,000 103,000 11,000
William A. Freeman 1994 240,000 18,000
President 1993 218,333 175,000 16,000
1992 197,583 120,000 15,000
Donald F. Fessler 1994 200,000 80,000 15,000
Executive Vice President 1993 185,750 160,000 14,000
1992 177,667 120,000 11,000
John E. Rutzler III 1994 118,467 15,000 3,000
Vice President-Controller 1993 115,000 30,000 3,000
1992 100,000 23,500 3,000
The four most highly compensated named executive officers and one other
executive officer have entered into agreements with the Company which become
effective only in the event of a change in control of the Company as defined
in the agreements. The agreements provide, in general, that if employment is
terminated following a change in control, the Company shall pay a severance
payment equal to three times current annual salary and average incentive
compensation paid in the last three years of employment.
Page 6<PAGE>
<TABLE>
STOCK OPTION GRANTS
The Company's stock option plan provides for the granting of options to officers and key employees to
purchase Common Stock at its market value on the grant date. The following sets forth the grants of stock
options to the named executive officers in the year ended March 31, 1994. The options have a ten year term
and become exercisable on the fourth anniversary of the grant date. The potential realizable values are
based on appreciation rates prescribed by the Securities and Exchange Commission and are not intended to
forecast the possible future appreciation of the Company's stock to the approximately $61 per share at 5%
and $97 per share at 10% implicit in the amounts shown in the table at the end of the ten year option
period.
<CAPTION>
Potential Realizable
Individual Grants Value at Assumed
Number of Annual Rates of
Securities Percent of Exercise Stock Price
Underlying Total Options Price Appreciation for
Options Granted to Per Expiration Option Term
Name Granted Employees Share Date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
C.L. Hedrick 18,000 14.3% $37.25 4/18/2003 $421,674 $1,068,604
W.A. Freeman 18,000 14.3 37.25 4/18/2003 421,674 1,068,604
D.F. Fessler 15,000 12.0 37.25 4/18/2003 351,395 890,504
J.E. Rutzler III 3,000 2.4 37.25 4/18/2003 70,279 178,101
STOCK OPTION EXERCISES AND FISCAL YEAR END OPTION VALUES
The following sets forth for the named executive officers the shares acquired and the value realized on the
exercise of stock options during fiscal 1994 and the number and value of stock options outstanding at March
31, 1994, based on the $23.50 per share market price of the Company's stock on that date.
<CAPTION>
Shares Number of Securities Value of Unexercised
Acquired Underlying Unexercised In-The-Money Options
on Value Options at March 31, 1994 at March 31, 1994
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
G.H. Schofield 10,000 $ 66,250 62,500 37,500 None None
C.L. Hedrick 13,000 80,875 32,750 38,250 None None
W.A. Freeman 15,000 125,625 34,750 40,250 None None
D.F. Fessler 21,000 33,750 None None
J.E. Rutzler III 8,500 7,500 None None
Page 7<PAGE>
</TABLE>
PENSION PLANS
The Company's Retirement Plan for the group in which the Company's executive
officers participate provides monthly pensions for each year of credited
service at normal retirement age of 65 (62 for employees joining the plan
prior to January 1987) at the rate of .95% (1.25% before 1987 and .65% before
1967) of a participant's average monthly base salary during the five highest
calendar years of earnings within the last ten calendar years of credited
service. From 1987 through 1990, the rate of 1.4% of a participant's average
monthly base salary that was over a covered compensation limit applied to
those employees who elected to make contributions to the plan.
The four most highly compensated named executive officers and one other
executive officer are participants in the Supplemental Executive Retirement
Plan, a noncontributory plan providing at normal retirement age of 62 for
monthly pensions equal to 1.8% after 1990 and 2% before 1991 of the
participant's average covered compensation during the five highest calendar
years of earnings within the last ten calendar years of employment for each
year of employment by the Company up to a maximum of 25 years. Pension
benefits under the plan are either straight-life or 50% joint and survivor (if
married) annuities and are subject to reduction for (1) benefits that would be
payable under the Company's Retirement Plan assuming participation in that
plan from the first date of eligibility and (2) the employer-provided portion
of any benefit to which a participant is entitled under any qualified pension
plan maintained by any previous employer of the participant. There is no
reduction for Social Security benefits.
The following sets forth the estimated total annual amount of retirement
benefits under both plans at the normal retirement age assuming the 2% benefit
rate applies to all years of service and without regard to any offsets.
Years of Service
Remuneration 10 20 25
$200,000 $ 40,000 $ 80,000 $100,000
400,000 80,000 160,000 200,000
600,000 120,000 240,000 300,000
800,000 160,000 320,000 400,000
The compensation covered by the Supplemental Executive Retirement Plan is the
average monthly salary and bonuses included in the Summary Compensation Table.
The years of credited service of the participating named executive officers
are: G.H. Schofield - 9.25; C.L. Hedrick - 25; W.A. Freeman - 24.33; D.F.
Fessler - 25.
DIRECTORS' COMPENSATION
Nonemployee members of the Board of Directors receive an annual fee of $21,000
and a fee of $700 for each meeting. Under the Company's Deferred Compensation
Plan for Nonemployee Directors, directors may elect to defer all or any part
of their remuneration for such period as they elect. Amounts deferred earn
interest at the prime rate.
The Company's Retirement Plans for Nonemployee Directors are noncontributory
plans. For directors first elected prior to 1986, the plan provides for an
Page 8<PAGE>
annual pension equal to the annual director's retainer fee in effect at
December 31, 1985. For directors first elected after 1985 who have met the
service requirements, the plan provides at retirement after the age of 65 for
an annual pension equal to 50% of the annual director's retainer fee at the
date of retirement, payable for the lesser of life or the number of years of
service as a director. Pension benefits are not subject to reduction for
Social Security benefits or other offset amounts.
Nonemployee members of the Board of Directors are participants in a plan that
provides for the annual distribution of a nonqualified option for 1,000 shares
of the Company's Common Stock at its market value on the distribution date.
MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE REPORT
The Management Development and Compensation Committee (the "Committee") is
comprised entirely of nonemployee independent members of the Board of
Directors. The Committee reviews the plans for developing successor executive
officers and senior operating management. It also approves the adoption of
compensation plans and the payments or grants made under the plans. This
report describes the Company's compensation philosophy and programs and, for
fiscal 1994, the bases on which the named executive officers' compensation
were determined by the Committee.
The Company's success is largely dependent on the employees and their
performance. High performance levels are encouraged by providing challenging
careers, stimulating work environments, career development and competitive
compensation. The compensation programs are designed to attract and retain
qualified individuals and are intended to link total compensation to financial
results and enhanced stockholder value. The Committee takes into
consideration the Company's performance over a number of years, as well as
expectations for the future, when determining the total amount and form of
compensation for any one year rather than using formula-based criteria to
measure executive officers' performance in a single year.
Executive compensation has three components: (1) base salary; (2) annual
incentive compensation generally based on the Company's earnings; and (3)
stock options which create ownership opportunity and compensation aligned with
stockholders' interests. The Committee periodically reviews these programs to
ensure that they are competitive and meet the Committee's philosophy which
emphasizes performance-related compensation over base salary. However,
because of the loss incurred in fiscal 1994, performance-based compensation
was limited while more than 40% of the named executive officers' total
compensation in fiscal 1993 was performance-based. Future appreciation in the
value of stock options will increase the performance-based percentage to the
extent the market price of the Company's Common Stock rises.
Base salary is governed by a salary administration plan having position levels
with pay ranges based on job evaluations by an employee benefits consulting
firm and numerous compensation surveys by nationally recognized firms. Within
the salary structure, executive officers are paid based on individual
capabilities and contributions. These assessments, within the framework of
total compensation, are made by the Committee with respect to the Chief
Executive Officer, and his recommendations for the other executive officers
are evaluated and approved by the Committee.
Page 9<PAGE>
The Committee administers the Company's Incentive Compensation Plan which
provides that an amount equal to 4% of earnings before income taxes in excess
of a 10% return on the Company's net worth plus 4% of earnings before income
taxes in excess of a 20% return on the Company's net worth is available to the
Committee to make incentive compensation payments. The distributable amount
may be modified by the Committee in circumstances it views as appropriate
(e.g., when the Company incurs an unusual gain or loss). Using both financial
and nonfinancial criteria to measure performance, the Committee determines the
amount to be awarded to the Chief Executive Officer and, based on his
recommendations and their evaluation, to each other executive officer.
Because of the pretax loss incurred in fiscal 1994, the Plan's formula
precluded incentive compensation awards. However, the Committee recognized
that a significant part of the loss was attributable to unusual items.
Therefore, on the recommendation of the Chief Executive Officer, limited
incentive compensation awards were made based on individual unit financial
performance and achievement of nonbudgetary objectives.
The Company's stock option plan adopted by the stockholders in 1991 allows the
Committee to provide to the executive officers and other key employees
incentive rewards for their efforts if the value of the Company's Common Stock
appreciates. Option awards generally are made annually based on total
compensation considerations, including previous awards, and the Committee's
assessment of the individual's ability to enhance stockholder value. The
options awarded in fiscal 1994 may not be exercised until 1997 and, as the
Chief Executive Officer may attain retirement age before then, no stock
options were granted to him.
The Company's compensation plans allow executive officers and certain others
to defer until retirement 10% or more of salary and 25% to 100% of incentive
compensation awards. Amounts deferred earn interest at the prime rate, or 25%
or more of deferred incentive compensation may be accounted for as if it were
invested in shares of the Company's Common Stock.
MANAGEMENT DEVELOPMENT AND
COMPENSATION COMMITTEE
David W. Wallace, Chairman
William E. Butler
Alton S. Cartwright
PERFORMANCE GRAPH
The graph on the next page compares the change in the value of the Company's
Common Stock to the S&P 500 Composite Stock Price Index and the Dow Jones
Heavy Construction Industry Group Index, a published industry index. Each of
the cumulative total returns presented assume a $100 investment on March 31,
1989, and reinvestment of dividends.
Page 10<PAGE>
PERFORMANCE GRAPH
APPOINTMENT OF AUDITORS
The Board of Directors, acting upon the recommendation of its Audit Committee,
has appointed, subject to ratification by the stockholders at the Annual
Meeting, the firm of Ernst & Young as independent auditors of the Company for
the fiscal year ending March 31, 1995. This firm has acted in this capacity
since 1968. Representatives of Ernst & Young will be present at the meeting
with the opportunity to make statements and be available to respond to
appropriate questions.
STOCKHOLDER PROPOSALS FOR 1995
Proposals intended to be presented by stockholders at the 1995 Annual Meeting
must be received for inclusion in the proxy statement for that meeting by
February 27, 1995.
OTHER MATTERS
The Board of Directors does not intend to present at the meeting any matters
other than those hereinbefore mentioned, and does not know of any other
matters to be presented. However, if any other matters properly come before
the meeting, it is the intention of the persons named in the enclosed proxy to
vote thereon in accordance with their judgment on such matters.
BY ORDER OF THE BOARD OF DIRECTORS
DENNIS HAINES
General Counsel and Secretary
Erie, Pennsylvania
June 27, 1994
Page 11<PAGE>
ZURN INDUSTRIES, INC.
Proxy Solicited by the Board of Directors
P The undersigned appoints George H. Schofield and Dennis Haines, or either
of them, as proxies to vote in their discretion, all shares of the
R undersigned as fully as the undersigned could do if personally present at
the Annual Meeting of Stockholders to be held at The Plaza, 768 Fifth
O Avenue, New York, New York on August 5, 1994, at 10:00 a.m. and at any
adjournment thereof, on all matters coming before said meeting. Shares
X represented by this Proxy will be voted as designated.
Y Directors Recommend a Vote For:
Nominees are: W.A. Freeman and G.H. Schofield (change of address)
________________________
________________________
________________________
________________________
(If you have written in
the above space, please
mark the corresponding
box on the reverse side
of this card.)
You are encouraged to specify your choices by marking the appropriate boxes,
SEE REVERSE SIDE, but you need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. The proxies cannot
vote your shares unless you sign and return this card.
___________
[See Reverse]
[ Side ]
[___________]<PAGE>
_____
[ ] Please mark your SHARES IN YOUR NAME REINVESTMENT SHARES
[ X ] votes as in this
[_____] example.
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of ____ ____ 2. Ratify appoint- ____ ____ ____
Directors [ ] [ ] ment of auditors. [ ] [ ] [ ]
(see reverse) [____] [____] [____] [____] [____]
For, except vote withheld from the following nominee(s):
_______________________________________________________
Change ____
of [ ]
Address [____]
PLEASE DATE, SIGN, AND RETURN
IN THE ENCLOSED ENVELOPE --
NO POSTAGE NECESSARY
SIGNATURES(S) __________________________________________ DATE______________
SIGNATURES(S) __________________________________________ DATE______________
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.
