<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1343 (AMENDMENT NO. )
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 Rule 14a-11(c) or rule 14a-12
Bowmar Instrument Corporation
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] 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:
- -------------------------------------------------------------------------------
<PAGE> 2
BOWMAR INSTRUMENT CORPORATION
5080 N. 40TH STREET, SUITE 475
PHOENIX, ARIZONA 85018
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on January 30, 1997
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Bowmar
Instrument Corporation, an Indiana corporation ("Corporation"), will be held at
the offices of White Microelectronics, a division of the Corporation, 4246 East
Wood Street, Phoenix, Arizona 85040, on January 30, 1997, at 11:00 A.M.,
Mountain Standard time, for the following purposes:
1. To elect six directors of the Corporation;
2. To ratify the appointment of Coopers & Lybrand L.L.P. as independent
accountants of the Corporation and its subsidiaries for the fiscal
year ending September 27, 1997; and
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on December 16, 1996, as
the record date for the determination of shareholders who are entitled to notice
of and to vote at the meeting.
By order of the Board of Directors,
JOSEPH G. WARREN, JR.
Secretary
Phoenix, Arizona
December 26, 1996
YOU ARE URGED TO SPECIFY YOUR CHOICES, DATE AND SIGN THE ACCOMPANYING PROXY AND
MAIL IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE, WHETHER OR NOT YOU PLAN
TO ATTEND THE MEETING.
<PAGE> 3
BOWMAR INSTRUMENT CORPORATION
5080 N. 40TH STREET, SUITE 475
PHOENIX, ARIZONA 85018
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
January 30, 1997
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors ("Board') of Bowmar Instrument Corporation, an Indiana
corporation ("Bowmar" or "Corporation"), to be used at the Annual Meeting of
Shareholders of the Corporation, to be held at the offices of White
Microelectronics, a division of the Corporation, 4246 East Wood Street, Phoenix,
Arizona 85040, on January 30, 1997, at 11:00 A.M., Mountain Standard time, and
at any adjournments thereof, pursuant to the accompanying Notice of Meeting.
VOTING
You are requested to complete, date and sign the accompanying proxy and return
it promptly to the Corporation in the enclosed envelope. The proxy may be
revoked at any time before it is voted by written notice to the Corporation
prior to the start of the meeting, and any shareholder attending the meeting may
vote in person whether or not he has previously submitted a proxy. Where no
instructions are indicated, proxies will be voted in accordance with the
recommendations of the Board of Directors as specified in this Proxy Statement.
A favorable vote of the holders of a majority of the outstanding shares of both
the Corporation's Common Stock, without par value (stated value $.10 per share)
("Common Stock"), and the Corporation's $3.00 Senior Voting Cumulative Preferred
Stock, par value $1.00 per share ("$3.00 Preferred Stock"), present in person or
by proxy, voting together as a class, is required for the approval of each
matter to be voted on.
The Board has fixed the close of business on December 16, 1996, as the record
date for the determination of shareholders who are entitled to notice of and to
vote at the meeting. The transfer books of the Corporation will not be closed.
On the record date, there were 6,635,883 outstanding shares of Common Stock and
119,948 shares of $3.00 Preferred Stock, the holders of which are entitled to
one vote per share.
This Proxy Statement and the accompanying Notice of Annual Meeting of
Shareholders and Proxy are being mailed to the Corporation's shareholders on or
about December 26, 1996.
PRINCIPAL STOCKHOLDERS
As of December 16, 1996, there were no beneficial owners of more than 5% of the
Corporation's Common Stock known to the Corporation except as shown in the
information regarding beneficial holdings of the Corporation's Common Stock by
directors and officers of the Corporation on pages 2 and 3 hereof.
1
<PAGE> 4
ELECTION OF DIRECTORS
Six directors of the Corporation are to be elected to the Board at the meeting.
Each such director will be elected to serve in accordance with the By-Laws of
the Corporation until the next annual meeting of shareholders and until his
successor is duly elected and qualified. Directors are elected by a plurality of
the votes cast, meaning that the six persons who receive the largest number of
the votes cast for the election of directors (counting both the Common Stock and
the $3.00 Preferred Stock) shall be elected directors, assuming there is a
quorum present. The aggregate number of votes entitled to be cast by all
shareholders present in person or represented by proxy at the meeting, whether
those shareholders vote "for", "against" or abstain from voting, will be counted
for purposes of determining the number of shares present to establish a quorum.
Abstentions and broker non-votes will result in the nominees receiving fewer
votes, but will not reduce the votes otherwise received by such nominees.
NOMINEES
It is the intention of the individuals named in the enclosed form of proxy to
vote such proxy for election as directors, the following persons: Fred N.
Gerard, Thomas K. Lanin, Steven P. Matteucci, Dan L. McGurk, Thomas M. Reahard
and Edward A. White. The Board has no reason to believe that any of the nominees
will not be available for election as a director. However, should any of them
become unwilling or unable to accept election, it is intended that the
individuals named in the enclosed proxy may vote for the election of such other
person or persons as the Board may recommend.
Set forth below is certain information concerning the nominees for election to
the Board and information concerning the number of shares of Common Stock
beneficially owned at December 16, 1996, by (a) each director and nominee, (b)
each Named Executive Officer and (c) all directors and executive officers as a
group. None of the group owns any shares of $3.00 Preferred Stock.
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned
Name and Age Biographical Information (Percent of Class)
- ------------ ------------------------ -----------------------
<S> <C> <C>
FRED N. GERARD Current director and nominee for reelection. 23,000 (1) (0.34%)
(66) Counsel since November 1992 to Bryan Cave,
the Corporation's corporate counsel, in that
firm's Phoenix, Arizona office. Previously,
during 1991 and 1992, he was with Scult,
Lazarus, French, Zwillinger and Smock and
Gallagher & Kennedy. Prior thereto, for more
than five years, he was a partner in the New
York office of Seyfarth, Shaw, Fairweather &
Geraldson. Mr. Gerard also serves as director
of Hearx Ltd. He has been a director of the
Corporation since 1977.
THOMAS K. LANIN Current director and nominee for reelection. 151,500 (2) (2.21%)
(53) Elected President and CEO of the Corporation
in June, 1995. Mr. Lanin had previously served
as Vice President Finance, Chief Financial
Officer, Secretary and Treasurer since 1987. He
has been a director since July, 1988.
</TABLE>
2
<PAGE> 5
<TABLE>
<S> <C> <C>
STEVEN P. MATTEUCCI Current director and nominee for reelection. 14,000 (3) (0.20%)
(40) Vice President, General Manager of Planned
Communities with DMB Associates, Inc., an
investment firm, since 1995. Co-owner of
Insurance West from 1989 to 1995. Elected a
director of the Corporation in July, 1995.
DAN L. MCGURK Current director and nominee for reelection. 23,000 (1) (0.34%)
(70) A private investor. Since 1985 he has been
Chairman and Treasurer of Southland Title
Corporation, a title insurance company. Mr.
McGurk also serves as a director of Newport
Corporation and Datum, Inc. He has been a
director of the Corporation since 1979.
THOMAS M. REAHARD Current director and nominee for reelection. 14,000 (3) (0.20%)
(44) Founder in 1984, and Chairman and CEO of
Symmetry Software Corporation, a computer
software development company. Elected a
director of the Corporation in November, 1995.
EDWARD A. WHITE Current director and nominee for reelection. 1,535,623 (4) (22.43%)
(68) Elected Chairman of the Board in 1983. He
also served as Chief Executive Officer from
1983 to 1992. Mr. White, the founder of the
Corporation, was President, Chief Executive
Officer and Chairman of the Board of Directors
of the Corporation from its incorporation in
1951 until February 1975. From June 1980 to
May 1986, Mr. White served as Chairman and
Chief Executive Officer of White Technology,
Inc., which was purchased by the Corporation
in 1986.
JOSEPH G. WARREN, JR. Vice President Finance, Chief Financial Officer 10,000 (5) (0.15%)
(51) Secretary and Treasurer of the Company.
DIRECTORS & EXECUTIVE OFFICERS AS A GROUP 1,771,123 (25.87%)
(7 persons)
</TABLE>
(1) Includes options to purchase 22,000 shares of Common Stock granted under the
Corporation's NonQualified Stock Option Plan for Non-Employee Directors.
(2) Includes options to purchase 40,000 shares of Common Stock granted under the
Corporation's 1986 Stock Option Plan. Of these options, 15,000 were granted on
October 23, 1987, and are 100% exercisable at $1.75. On August 15, 1991, 25,000
of these options were granted and are 100% exercisable at $1.375. Also included
are options to purchase 182,000 shares of Common Stock granted under the
Corporation's 1994 Flexible Stock Plan. Of these options, 7,000 shares were
granted on February 3, 1995, 3,500 of these shares are exercisable and the
remaining shares will be exercisable on February 3, 1997, at a price of $2.00.
Also includes 87,500 options which were granted on July 28, 1995 and are
currently exercisable at a price of $2.00 per share. Also includes 10,000 shares
of Common Stock granted on February 3, 1989, under the Corporation's Restricted
Stock Award Plan. The restrictions began to lapse on 20% of these shares on
February 3, 1993, and on each February 3, until 1997. Includes 5,000 shares of
Common Stock granted on
3
<PAGE> 6
October 15, 1993, under the Corporation's Restricted Stock Award Plan. All of
the restrictions have lapsed on these shares.
(3) Includes options to purchase 14,000 shares of Common Stock granted under the
Corporations' NonQualified Stock Option Plan for Non-Employee Directors.
(4) Mr. White has advised the Corporation that 280,000 shares, 150,000 shares,
and 295,000 shares of Common Stock owned by him are pledged to Bank One Arizona,
Phoenix, Arizona, Fort Wayne National Bank, Fort Wayne, Indiana, and Valley
Commercial Bank, Phoenix, Arizona, respectively. The Corporation understands
that the terms of such pledges provide that, in the event of default by Mr.
White in the payment of amounts owed, the lending institutions are entitled to
take ownership of such shares of Common Stock. Mr. White has advised the
Corporation that the pledges of shares are in support of his personal loans. Mr.
White has further advised the Corporation that none of the loans is in default.
(5) Includes options to purchase 5,000 shares of Common Stock granted under the
Corporation's 1994 Flexible Stock Plan at a price of $2.00. Also includes 5,000
shares of restricted Common Stock granted under the Corporation's 1994 Flexible
Stock Plan on July 28, 1995. The restrictions lapsed on 2,500 shares on July 28,
1996 and the remaining shares will be unrestricted on July 28, 1997.
CERTAIN TRANSACTIONS
See "Compensation Committee Interlocks and Insider Participation" elsewhere in
this Proxy Statement.
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF ALL OF THE
ABOVE-NAMED NOMINEES AS DIRECTORS OF THE CORPORATION.
MEETINGS AND COMMITTEES OF THE BOARD
The Board met five times during fiscal 1996. Each director of the Corporation
attended at least 75 percent of the aggregate of the total number of meetings of
the Board and each committee on which he served. During fiscal 1996 the Board
had an Audit Committee, which recommended engagement of independent auditors,
reviewed the arrangement and scope of the audit, and considered comments made by
the independent auditors. The Audit Committee consists of Messrs. McGurk
(chairman), Gerard and Reahard. During fiscal 1996 the Audit Committee met three
times.
During fiscal 1996 the Board had a Compensation Committee, which administered
the Corporation's compensation and stock option plans. During fiscal 1996 the
Compensation Committee met three times. The Compensation Committee is described
elsewhere in this Proxy Statement.
DIRECTOR COMPENSATION
Each of the directors of the Corporation, who are not also officers of the
Corporation, were paid $3,000 per quarter for fiscal year 1996 plus $500 for
each Board and Committee meeting attended and related expenses. In addition,
under the Corporation's Non-Qualified Stock Option Plan for Non-Employee
Directors, upon each reelection each of the outside directors are granted an
option to acquire an additional 4,000 shares of Common Stock at a price being
100% of the fair market value of the Common Stock as of the close of business on
the day immediately prior to reelection. Under the Plan each option vests as to
2,000 shares six months following the date of grant and, as to the balance, one
year after such date.
4
<PAGE> 7
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Federal Securities Laws require the Corporation's directors and officers,
and persons who own more than ten percent of a registered class of the
Corporation's equity securities, to file with the Securities and Exchange
Commission and the American Stock Exchange initial reports of beneficial
ownership and reports of changes in beneficial ownership of any equity
securities of the Corporation.
Pursuant to the provisions of the Corporation's Non-Qualified Stock Option Plan
for Non-Employee Directors ("Plan"), on each of February 7, 1994, and February
3, 1995 (the respective dates of the Annual Meetings of Shareholders), Messrs.
Fred N. Gerard and Dan L. McGurk, upon their reelection to the Board, were each
automatically granted options to acquire 4,000 shares of Common Stock at prices
of $3.5625 and $3.12 per share, respectively (the then closing prices of the
Common Stock as provided in the Plan). Each option vested, pursuant to the Plan,
as to 50% of the shares subject thereto, six months following the date of grant
and as to 100%, one year following the date of grant. The acquisition of these
options was not reported by Mr. Gerard until February 27, 1996, and not by Mr.
McGurk until February 6, 1996.
To the Corporation's knowledge (based solely on review of the copies of such
reports furnished to the Corporation), all other Corporate officers, directors
and beneficial owners of greater than ten percent of the Corporation's equity
securities made all required filings.
EXECUTIVE COMPENSATION
The following table sets forth the annual and long-term compensation for
services rendered in all capacities to Bowmar and its subsidiaries during the
1996, 1995 and 1994 fiscal years, of those persons who were at fiscal year-end
1996 (i) the chief executive officer and (ii) the other most highly compensated
executive officers whose salary and bonus exceed $100,000.
================================================================================
SUMMARY COMPENSATION TABLE
================================================================================
<TABLE>
<CAPTION>
Annual Compensation Long Term
Compensation
- ----------------------------------------------------------------------------------------------
Awards
- ----------------------------------------------------------------------------------------------
Name & Principal Position Year Salary Bonus Options/ All Other
($) ($) SARs Compensation
(#) ($)
(a)
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
EDWARD A. WHITE 1996 121,500 13,500(b) 0 2,678
Chairman 1995 121,500 13,500 0 2,662
1994 121,500 13,500 0 1,997
- ----------------------------------------------------------------------------------------------
THOMAS K. LANIN 1996 175,000 41,598(b) 0 2,746
President, Chief 1995 150,982 44,589 182,000 2,730
Executive Officer 1994 126,000 57,000 0 2,196
- ----------------------------------------------------------------------------------------------
JOSEPH G. WARREN, JR 1996 118,750 28,524(b) 40,000 2,206
Vice President, Chief
Financial Officer
==============================================================================================
</TABLE>
(a) All Other Compensation includes contributions by the Corporation to its
401(k) Plan, and payments for officer's life insurance.
(b) Bonuses were paid in accordance with the policy established by the
Board and the Compensation Committee. See "Report of the Board and the
Compensation Committee" elsewhere in this Proxy Statement.
5
<PAGE> 8
================================================================================
OPTION GRANTS IN FISCAL 1996
================================================================================
<TABLE>
<CAPTION>
Name Options % of total Exercise Expiration Potential realizable value at
Granted Options Price per Date assumed annual rates of
Granted to Share stock price appreciation for
Employees option term
5% 10%
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Edward White 0 N/A N/A N/A N/A N/A
- -----------------------------------------------------------------------------------------------------------
Thomas K. Lanin 0 N/A N/A N/A N/A N/A
- -----------------------------------------------------------------------------------------------------------
Joseph G. Warren, Jr 25,000 14.5% $1.9375 4/26/06 $30,462 $77,197
15,000 8.7% 1.8125 7/29/06 17,098 43,330
- -----------------------------------------------------------------------------------------------------------
</TABLE>
Note: Total number of options granted during fiscal 1996 was 172,500.
The 5% and 10% assumed annual rates of appreciation are specified in
SEC rules and do not represent the Company's estimate or projection of
future stock price growth.
OPTION EXERCISES AND FISCAL YEAR-END VALUES
There were no options exercised during the 1996 fiscal year by the Named
Executive Officers. The following table sets forth information with respect to
the unexercised options to purchase the Corporation's Common Stock which are
held by the Named Executive Officers at fiscal year-end 1996:
================================================================================
AGGREGATED FISCAL YEAR-END OPTION VALUE
================================================================================
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised In-the-
Options at Fiscal Year-End Money Options at Fiscal
(#) Year-End
($)
- --------------------------------------------------------------------------------------------------
Name Exercisable Unexercisable Exercisable/Unexercisable
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
EDWARD A. WHITE 0 0 N/A
THOMAS K. LANIN 131,000 91,000 $7,813/0
JOSEPH G. WARREN, JR 5,000 45,000 0/0
==================================================================================================
</TABLE>
On December 6, 1996, the Board of Directors, acting upon the recommendation of
the Compensation Committee, adopted a program to permit the repricing of certain
outstanding stock options granted under the Corporations's 1994 Flexible Stock
Plan, from original exercise price to $2.00 per share (approximately 25% over
the market price on the date of the repricing). In connection with the
repricing, Mr. Lanin's 182,000 options, originally exercisable at prices ranging
from $3.125 to $3.375, and Mr. Warren's 10,000 options, originally exercisable
at $3.375, are now exercisable for $2.00 per share.
REPORT OF THE BOARD AND THE COMPENSATION COMMITTEE
The Board and the Compensation Committee of the Board ("Committee"), which
Committee consists entirely of non-employee directors, establishes the
compensation program and policy for, and determines the compensation of, the
Named Executive Officers. The current program consists of the following key
elements: annual payments of salary and bonuses, periodic grants of nonqualified
stock options, and periodic grants of restricted stock awards. Each element has
a different purpose. Salary and bonus payments are principally designed to
reward current and past performance. Stock options and restricted stock awards
are primarily designed to provide incentives for superior long-term future
performance, and may be forfeited if the Named Executive Officer leaves the
Corporation before the relevant vesting period. In determining the amount and
form of executive compensation to be paid or awarded in fiscal 1996, the Board
and the Committee considered overall performance rather than a formula based on
any particular performance measure. The Board and the Committee applied this
subjective standard in determining the Chief Executive Officer's compensation
(Mr. Lanin not participating as to his own compensation). The Board and the
Committee
6
<PAGE> 9
reviewed and accepted Mr. Lanin's recommendations regarding the compensation of
Mr. Warren and Mr. White (Mr. White not participating as to his own
compensation).
Board: Edward A. White, Fred N. Gerard, Thomas K. Lanin, Steven P. Matteucci,
Dan L. McGurk, Thomas M. Reahard
Compensation Committee: Fred N. Gerard, Chairman, Dan L. McGurk,
Steven P. Matteucci
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Corporation has retained as legal counsel the law firm of Bryan Cave of
which Mr. Gerard is counsel during fiscal 1996 and proposes to retain that firm
in that capacity in fiscal 1997.
COMMON STOCK PERFORMANCE
The line graph which follows compares five years of yearly percentage changes in
the cumulative total shareholder return on the Common Stock against the
cumulative total return on the AMEX Market Value Index and the AMEX High
Technology Index.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG BOWMAR INSTRUMENT CORP., THE AMEX MARKET VALUE INDEX
AND THE AMEX HIGH TECHNOLOGY INDEX
<TABLE>
<CAPTION>
DOLLARS 9/91 9/92 9/93 9/94 9/95 9/96
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
BOWMAR INSTRUMENT CORP. 100 93 90 183 147 90
AMEX MARKET VALUE 100 101 123 122 145 153
AMEX HIGH TECHNOLOGY 100 94 111 116 155 196
</TABLE>
* $100 INVESTED ON 9/30/91 IN STOCK OR INDEX - INCLUDING REINVESTMENTS OF
DIVIDENDS. FISCAL YEAR ENDING SEPTEMBER 30.
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board, upon recommendation of its Audit Committee, none of whose members is
an employee of the Corporation, intends to reappoint the firm of Coopers &
Lybrand L.L.P., independent accountants, to be auditors of the Corporation and
its subsidiaries for the fiscal year ending September 27, 1997. Coopers &
Lybrand L.L.P. served as auditors of the Corporation and its subsidiaries for
the fiscal year ended September 28, 1996. Although it is not required to do so,
the Board of Directors is submitting the appointment of Coopers & Lybrand L.L.P.
for ratification by shareholders in order to ascertain the views of the
shareholders. If such appointment is not ratified, the Board will consider, but
not necessarily select other auditors.
7
<PAGE> 10
Representatives of Coopers & Lybrand L.L.P. will be present at the shareholders'
meeting and will be given the opportunity to make a statement if they desire to
do so. They will also be available to respond to appropriate questions. The
Corporation has been advised by Coopers & Lybrand L.L.P. that no member of that
firm has any financial interest, either direct or indirect, in the Corporation
or any of its subsidiaries, and it has had no connection with the Corporation or
any of its subsidiaries in any capacity other than that of independent public
accountants.
During the year ended September 28, 1996, Coopers & Lybrand L.L.P. rendered to
the Corporation, in addition to audit services, certain non-audit professional
services. The audit services rendered included the audit of the annual financial
statements, post-issuance reviews of quarterly financial results, and the audit
of the 401k and pension plans. Non-audit services involved tax assistance.
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR RATIFICATION OF THE RETENTION OF
COOPERS & LYBRAND L.L.P. AS THE CORPORATION'S INDEPENDENT ACCOUNTANTS.
OTHER MATTERS
The Board of Directors does not know of any other matters which are likely to be
brought before the meeting. However, in the event that any other matters
properly come before the meeting, the persons named in the enclosed proxy will
vote said proxy in accordance with their judgement on such matters.
The cost of preparing, assembling and mailing this Proxy Statement, the Notice
of Meeting and the enclosed proxy will be borne by Bowmar. In addition to the
solicitation of proxies by use of the mails, the Corporation will utilize its
stock transfer agent, American Stock Transfer and Trust Company, to assist in
the solicitation at no additional cost beyond the annual retainer. The
Corporation also may utilize the services of some of its officers and regular
employees (who will receive no compensation therefor in addition to their
regular salaries) to solicit proxies personally and by telephone and telegraph.
The Corporation will request banks, brokers and other custodians, nominees and
fiduciaries to forward copies of the proxy material to their principals and to
request authority for the execution of proxies, and will reimburse such persons
for their expenses in so doing.
A copy of Bowmar's Annual Report to Shareholders for the fiscal year ended
September 28, 1996, accompanies this Proxy Statement. The Annual Report includes
the Corporation's Annual Report on Form 10-K for such fiscal year, without
exhibits, substantially as filed with the Securities and Exchange Commission.
Copies of the omitted exhibit list are available to any shareholder free of
charge. Copies of the omitted exhibits are available for a fee equal to the
Corporation's reasonable expenses in furnishing such exhibits. Shareholders
desiring copies of either should address a written request to Mr. Joseph G.
Warren, Jr., Secretary, Bowmar Instrument Corporation, 5080 North 40th Street,
Suite 475, Phoenix, Arizona 85018, and are asked to mark "1996 10-K Request" on
the outside of the envelope containing the request.
SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Proposals of shareholders intended to be presented at the 1998 Annual
Shareholders' Meeting must be received at Bowmar's offices at 5080 North 40th
Street, Suite 475, Phoenix, Arizona, 85018, prior to September 1, 1997, for
inclusion in the 1998 Proxy Statement and form of proxy.
By order of the Board of Directors,
JOSEPH G. WARREN, JR.
Secretary
December 26, 1996
8
