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EXHIBIT 99.01
P
R
O
X
Y
[Front Side of Proxy]
MERITOR AUTOMOTIVE, INC.
PROXY CARD SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
DIRECTION CARD TO T. ROWE PRICE TRUST COMPANY,
TRUSTEE
AND/OR WELLS FARGO BANK, N.A., TRUSTEE
The undersigned hereby appoints Larry D. Yost, John J. Creedon and
Charles H. Harff, jointly and severally, proxies, with full power of
substitution, to vote shares of capital stock of the Company owned of record by
the undersigned and which the undersigned is entitled to vote, at the Special
Meeting of Shareowners to be held at the Company's World Headquarters, 2135 West
Maple Road, Troy, Michigan, on July 6, 2000, or any adjournment or postponement
thereof, as specified on the reverse side of this card, and to vote in
accordance with their discretion on such other matters as may properly come
before the meeting.
The undersigned also provides directions to T. Rowe Price Trust
Company, Trustee, and to Wells Fargo Bank, N.A., Trustee, to vote shares of
capital stock of the Company allocated, respectively, to accounts of the
undersigned under the Meritor Automotive, Inc. Savings Plan and various Rockwell
International Corporation Savings Plans (Rockwell Salaried Retirement Savings
Plan, Rockwell Non-Represented Hourly Retirement Savings Plan, Rockwell Employee
Savings and Investment Plan for Represented Hourly Employees, Rockwell
Retirement Savings Plan for Represented Hourly Employees and Rockwell Retirement
Savings Plan for Certain Employees), and which are entitled to be voted at the
aforesaid Special Meeting or any adjournment or postponement thereof, as
specified on the reverse side of this card.
The undersigned also provides directions to Wells Fargo Bank, N.A., as
Trustee, to vote all such shares allocated to Rockwell Savings Plan accounts of
the undersigned as it deems proper on such other matters as may properly come
before the meeting.
IF NO SPECIFICATION IS MADE ON THE REVERSE SIDE OF THIS CARD:
- ALL SUCH SHARES OWNED OF RECORD BY THE UNDERSIGNED WILL BE VOTED FOR
PROPOSALS (a) AND (b).
- ALL SUCH SHARES ALLOCATED TO THE MERITOR SAVINGS PLAN ACCOUNTS OF THE
UNDERSIGNED WILL BE VOTED IN THE SAME MANNER AND PROPORTION AS THE
SHARES FOR WHICH INSTRUCTIONS ARE RECEIVED WITH RESPECT TO PROPOSALS
(a) AND (b).
- ALL SUCH SHARES ALLOCATED TO THE ROCKWELL SAVINGS PLAN ACCOUNTS OF THE
UNDERSIGNED WILL BE VOTED AS THE TRUSTEE DEEMS PROPER.
SEE REVERSE SIDE
(continued, and to be signed and dated, on the other side)
( FOLD AND DETACH HERE )
TO PARTICIPANTS IN THE ROCKWELL INTERNATIONAL CORPORATION
SAVINGS PLANS:
Please vote in accordance with the instructions on the reverse side of this card
by June 30, 2000. If you do not properly vote by that date, Wells Fargo Bank,
N.A., as Trustee for the Rockwell Savings Plans, will vote the shares allocated
to your Rockwell Savings Plan accounts as it deems proper.
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[Reverse Side of Proxy]
[X] PLEASE MARK YOUR VOTE AS INDICATED IN THIS EXAMPLE.
[Control Number]
WHERE A VOTE IS NOT SPECIFIED:
- THE PROXIES WILL VOTE THE SHARES FOR PROPOSALS (a) AND (b) AND WILL VOTE IN
ACCORDANCE WITH THEIR DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING;
- WELLS FARGO BANK, N.A., AS TRUSTEE, WILL VOTE THE SHARES AS IT DEEMS PROPER
ON PROPOSALS (a) AND (b) AND ON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING; AND
- T. ROWE PRICE TRUST COMPANY, AS TRUSTEE, WILL VOTE THE SHARES ON PROPOSALS
(a) AND (b) IN THE SAME MANNER AND PROPORTION AS THE SHARES FOR WHICH
INSTRUCTIONS ARE RECEIVED.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR (a) AND (b).
<TABLE>
<S> <C> <C> <C>
(a) Proposal to approve and adopt the Agreement and Plan of FOR AGAINST ABSTAIN
Reorganization. Adoption of the Agreement and Plan of [ ] [ ] [ ]
Reorganization will also constitute approval of the merger
and the other transactions contemplated by the Agreement.
(b) Proposal to approve amendment of the 1997 Long-Term Incentives FOR AGAINST ABSTAIN
Plan. [ ] [ ] [ ]
I will attend the special meeting. [ ]
</TABLE>
SIGNATURE(S)_______________________________________ DATE ____________
NOTE: Please sign, date and return the proxy card promptly using the
enclosed envelope. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such, and if signing
for a corporation, please give your title. When shares are in the name
of more than one person, each should sign the proxy/direction card.
( FOLD AND DETACH HERE )
[MERITOR LOGO]
AFTER YOU READ THE PROXY/DIRECTION CARD AND THE ACCOMPANYING JOINT PROXY
STATEMENT-PROSPECTUS, YOU CAN VOTE IN ONE OF THREE WAYS:
TELEPHONE VOTING:
1. Call 1-877-PRX-VOTE (1-877-779-8683), toll-free, from a touchtone
telephone (outside the US and Canada, call 201-536-8073).
2. Enter your control number, located in the box above, just below the
perforation.
3. Follow the recorded instructions.
INTERNET VOTING:
1. Log onto Internet and type: http://www.eproxyvote.com/mra.
2. Enter your control number, located in the box above, just below the
perforation.
3. Follow the on-line instructions.
PROXY/DIRECTION CARD:
1. Mark, sign and date your proxy/direction card and return it promptly in
the enclosed return envelope.
