<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 1934
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
Preliminary Proxy Statement / / Confidential, For Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
BOWMAR INSTRUMENT CORPORATION
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required
/ / Fee computed per Exchange Act Rules 14-a6(i)(1) and 0-11.
/ / 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.
<PAGE> 2
BOWMAR INSTRUMENT CORPORATION
5080 N. 40TH STREET, SUITE 475
PHOENIX, ARIZONA 85018
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on February 5, 1998
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, 3601 East
University Drive, Phoenix, Arizona 85034, on February 5, 1998, at 11:00 A.M.,
Mountain Standard time, for the following purposes:
1. To elect five directors of the Corporation;
2. To ratify the appointment of Coopers & Lybrand L.L.P. as
independent accountants of the Corporation and its subsidiary for
the fiscal year ending October 3, 1998; 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 15, 1997, 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 30, 1997
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
FEBRUARY 5, 1998
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, 3601 East University Drive,
Phoenix, Arizona 85034, on February 5, 1998, 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.
The holders of a majority of the outstanding shares of 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, is required
for a quorum at the meeting.
The Board has fixed the close of business on December 15, 1997, 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 6,674,492 outstanding shares of Common Stock and
119,906 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 January 2, 1997.
PRINCIPAL STOCKHOLDERS
As of December 15, 1997, 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.
ELECTION OF DIRECTORS
Five 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 five 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: 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
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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 1, 1997, by (a) each director and nominee, (b)
each Named Executive Officer and (c) all directors and executive officers as a
group. None of these persons 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>
THOMAS K. LANIN Current director and nominee for reelection. Elected 239,000 (1) (3.47%)
(54) 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.
STEVEN P. MATTEUCCI Current director and nominee for reelection. Vice 18,000 (2)*
(41) President, General Manager of Planned Communities
with DMB Associates, Inc., an investment firm, since
1995. Co-owner of Insurance West from 1989 to
1995. He has been a director of the Corporation since
July, 1995.
DAN L. MCGURK Current director and nominee for reelection. A private 27,000 (3)*
(71) 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. Founder in 18,000 (2)*
(45) 1984 and Chairman and CEO of Symmetry Software
Corporation, a computer software development
company. He has been a director of the
Corporation since November 1995.
EDWARD A. WHITE Current director and nominee for reelection. Elected 1,504,623 (4) (22.54%)
(69) Chairman of the Board in 1983. He also served as Chief
Executive Officer of the Corporation 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, 25,000 (5)*
(52) Secretary and Treasurer of the Company since August,
1995. From 1994 to 1995 served as Vice President
Finance & Chief Financial Officer of Axxess
Technologies, Inc. From 1993 to 1994 served as
Secretary Treasurer and Vice President of Golden
Technologies, Inc. From 1992 to 1993 served as
President of Coors Ceramicon Designs, Ltd., and
from 1985 to 1992 served as Vice President of
Coors Ceramics Company.
DIRECTORS & EXECUTIVE OFFICERS AS A GROUP 1,831,623 (26.30%)
(6 PERSONS)
</TABLE>
* Represents less than 1% of the class.
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(1) Includes options to purchase 25,000 shares of Common Stock granted under the
Corporation's 1986 Stock Option Plan, and options to purchase 182,000 shares of
Common Stock granted under the Corporation's 1994 Flexible Stock Plan.
(2) Includes options to purchase 18,000 shares of Common Stock granted under the
Corporation's Non-Qualified Stock Option Plan for Directors.
(3) Includes options to purchase 26,000 shares of common stock granted under the
Corporation's Non-qualified Stock Option Plan for directors.
(4) Mr. White has advised the Corporation that 280,000 shares, 150,000 shares,
and 295,000 shares of Common Stock beneficially 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 personal loans. Mr.
White has further advised the Corporation that none of the loans is in default.
(5) Includes options to purchase 20,000 shares of Common Stock granted under the
Corporation's 1994 Flexible Stock Plan.
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 1997. 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 1997, 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. During 1997, the Audit Committee consisted of Dan L.
McGurk (chairman), Thomas M. Reahard and Fred N. Gerard and met three times.
During fiscal 1997 the Board had a Compensation Committee, which administered
the Corporation's compensation and stock option plans. During fiscal 1997 the
Compensation Committee consisted of Fred N. Gerard (chairman), Dan L. McGurk and
Steven P. Matteucci and met three times. Upon the death of Mr. Gerard in early
September, 1997, the Board appointed Mr. Matteucci as chairman of the
Compensation Committee and added Mr. Reahard to the Committee.
During fiscal 1997 the Corporation did not have a nominating committee of the
Board of Directors.
DIRECTOR COMPENSATION
Each of the directors of the Corporation, who are not also officers of the
Corporation, were paid $4,000 per quarter for fiscal year 1997 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.
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.
To the Corporation's knowledge (based solely on review of the copies of such
reports furnished to the Corporation), all Corporate officers, directors and
beneficial owners of greater than ten percent of the Corporation's equity
securities made all required filings under Section 16(a).
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<PAGE> 6
EXECUTIVE COMPENSATION
The following table sets forth the annual and long-term compensation for
services rendered in all capacities to the Corporation during the 1997, 1996 and
1995 fiscal years of those persons who were at fiscal year-end 1997 (i) the
chief executive officer and (ii) the other most highly compensated executive
officers whose salary and bonus exceeded $100,000.
<TABLE>
<CAPTION>
===============================================================================================================================
SUMMARY COMPENSATION TABLE
===============================================================================================================================
Annual Compensation Long Term
Compensation
- -------------------------------------------------------------------------------------------------------------------------------
Awards
- -------------------------------------------------------------------------------------------------------------------------------
Name & Principal Position Year Salary Bonus Options/ All Other
($) ($) SARs Compensation
(b) (#) ($)
(a)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
EDWARD A. WHITE 1997 121,500 13,500 0 4,549
Chairman 1996 121,500 13,500 0 2,678
1995 121,500 13,500 0 2,662
- -------------------------------------------------------------------------------------------------------------------------------
THOMAS K. LANIN 1997 197,497 53,421 222,000 6,829
President, Chief 1996 175,000 41,598 0 2,746
Executive Officer 1995 150,982 44,589 182,000 2,730
- -------------------------------------------------------------------------------------------------------------------------------
JOSEPH G. WARREN, JR. 1997 129,966 35,163 35,000 4,804
Vice President, Chief 1996 118,750 28,524 40,000 2,206
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.
EMPLOYMENT AGREEMENTS
After the close of the 1997 fiscal year, the Corporation negotiated and entered
into Employment Agreements with certain of its officers, including two of the
Named Executive Officers, Thomas K. Lanin and Joseph G. Warren, Jr. Under these
agreements, Mr. Lanin is employed as the President and Chief Executive Officer
and Mr. Warren is employed as the Vice President Finance, Chief Financial
Officer, Secretary and Treasurer. The agreements are each for one year and renew
automatically unless terminated by either the executive or the Corporation on 30
days prior notice of an intention not to renew, or otherwise in accordance with
the agreements. Each agreement provides for an annual base salary and provides
that each executive shall be entitled to participate in the Corporation's
incentive (bonus) compensation programs, stock option plan and fringe benefit
programs generally available to senior executives of the Corporation. In
addition, Mr. Warren's agreement provides for a bonus upon the closing of the
sale of the Technologies division of the Corporation equal to a percentage of
the excess (if any) of the sale price over book value of the division. The
agreements contain termination provisions relating to a Change in Control (as
defined in the agreements) pursuant to which the executives will be paid certain
lump sum amounts and provided certain other benefits.
In the event of termination of the executive by the Corporation for cause, the
executive will be entitled to receive only that compensation earned through the
date of the termination. In the event of a termination by the Corporation
without cause the executive will be entitled to a lump sum severance payment
equal to the executive's total base salary and incentive compensation paid for
the calendar year immediately preceding the termination, continuing benefit
contributions (or the cash equivalent) for twelve months, executive-level
outplacement services, and the immediate vesting of all then unvested stock
options and a twelve month exercise period. Mr. Warren's agreement provides for
those severance benefits in the event he terminates the agreement without cause
prior to October 3, 1998. Both agreements provide that in the event of a Change
in Control, the executive may terminate the agreement if during the twelve month
period following a Change in Control the executive is terminated or his duties
are materially changed, the executive's annual compensation or other benefits
are reduced, the Corporation requires the executive to relocate or the
Corporation fails to assume its obligations under the agreement. In such event,
the
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executive shall receive the severance benefits described above. Finally, in
the event the Corporation gives notice of its intention not to renew the
agreements at the end of their terms, it is required to pay to the executive the
lump sum severance amount and provide continuing benefits (or their cash
equivalent) and the executive-level outplacement services.
As previously disclosed, on December 4, 1997, Mr. Lanin submitted his
resignation to the Board of Directors in connection with the Board's decision to
sell the Technologies division and close the corporate offices. The Board agreed
to provide to Mr. Lanin all of the severance benefits to which he would have
been entitled under his employment agreement if the Corporation had terminated
the agreement without cause. Accordingly, effective in January 1998, Mr. Lanin
will be entitled to a lump sum severance payment, continuation of benefits for
twelve months, executive-level outplacement services and the immediate vesting
of his unvested stock options (with a twelve month period within which to
exercise those options).
OPTION GRANTS IN 1997
During fiscal 1997, the Compensation Committee and Board of Directors considered
and adopted an option repricing program for certain outstanding stock options
granted under the Corporation's 1994 Flexible Stock Plan. In December 1996, the
program was implemented and each of the Named Executive Officers surrendered
outstanding not-in-the-money options in return for an equal number of options
with an exercise price approximately 30% higher than the then fair market value
of the Corporation's common stock. The new options were completely vested in
1997. Other options were granted under the 1994 Flexible Stock Plan in fiscal
year 1997 and vest over a four year period.
<TABLE>
<CAPTION>
==================================================================================================================================
OPTION GRANTS IN FISCAL 1997
==================================================================================================================================
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 40,000 11.2% 1.9375 5/2/07 $ 48,739 $123,515
7,000(1) 2.0% 2.0000 2/3/05 $ 1,520 $ 7,687
175,000(1) 48.9% 2.0000 7/28/05 $ 46,014 $214,137
- ----------------------------------------------------------------------------------------------------------------------------------
Joseph G. Warren, 25,000 7.0% 1.9375 5/2/07 $ 30,462 $ 77,197
Jr. 10,000(1) 2.8% 2.0000 7/28/05 $ 2,629 $ 12,236
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) These shares represent options repriced in fiscal 1997 under the option
repricing program adopted in December 1996.
(2) Total number of options granted during fiscal 1997 was 357,500. 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
REPORT OF THE COMPENSATION COMMITTEE ON OPTION REPRICING
During the first quarter of fiscal year 1997, the Compensation Committee
considered the repricing of options outstanding under the Corporation's 1994
Flexible Stock Plan (the "Plan"). The Committee considered the fact that a large
number of the outstanding options that would be affected by a repricing were
held by the Corporation's two top executive officers, Messrs. Lanin and Warren,
and the performance and working relationship with the corporation of these key
executives. It was agreed that the continuation of the Corporation's growth and
success in 1997 were dependent on the continued efforts of these individuals.
The Committee believes that stock options provide meaningful long-term incentive
for key employees. Because of the significant decline in the market price of the
Corporation's stock which had occurred subsequent to the grant of these options,
it was determined that these options were not providing the incentive intended
when granted. The Committee concluded that repricing the outstanding options
would be an appropriate means to provide these executives with continuing
incentive to work for the long-term success of the Corporation.
A number of other employees, including division executives, had also been
granted options which were similarly repriced. The repricing to $2.00 per share
as of December 6, 1996, was approximately 30% above the closing price for that
day, $1.5625.
Current Compensation Committee: Chairman - Steven P. Matteucci, Dan McGurk, and
Thomas M. Reahard.
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<TABLE>
<CAPTION>
10-YEAR OPTION REPRICINGS
===================================================================================================================================
Name Date Number of Market Price Exercise New Length of
Securities of Stock at Price at Time Exercise Original
Underlying Time of of Repricing Price Option Term
Options/ Repricing of or Remaining
SARs Amendment Amendment at Date of
Repriced of Repricing or
Amended Amendment
===================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
Edward A. White N/A 0 N/A N/A N/A N/A
Thomas K. Lanin 12/6/96 7,000 1.5622 3.125 2.00 98 months
12/6/96 175,000 1.5625 3.375 2.00 104 months
Joseph G. Warren, Jr. 12/6/96 10,000 1.5625 3.375 2.00 104 months
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table sets forth certain information with respect to the options
to purchase the Corporation's Common Stock which are held by the Named Executive
Officers:
<TABLE>
<CAPTION>
=================================================================================================================================
AGGREGATED FISCAL YEAR-END OPTION VALUE
=================================================================================================================================
Number of Unexercised Value of Unexercised
Shares Value Options at Fiscal Year-End In-the Money Options
Acquired Realized at Fiscal Year-End
on
Exercise
- ---------------------------------------------------------------------------------------------------------------------------------
Name Exercisable/Unexercisable Exercisable/Unexercisable
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
EDWARD A. WHITE 0 N/A 0/0 N/A
THOMAS K. LANIN 15,000 $1875 207,000/40,000 $145,000/$27,500
JOE G. WARREN JR. 0 N/A 20,000/55,000 $ 13,593/$39,219
=================================================================================================================================
</TABLE>
REPORT OF THE COMPENSATION COMMITTEE
The Board and the Compensation Committee of the Board ("Committee") 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.
The Compensation Committee is responsible for determining the timing and number,
if any, of stock options to be granted to the Named Executive Officers. Such
options are granted based upon the guidelines established in the Corporation's
Management Compensation Policy approved by the Board of Directors during fiscal
1997. During fiscal 1997 Mr. Lanin and Mr. Warren were granted 40,000 and 25,000
options respectively with an exercise price of $1.9375 (representing the market
price on the date of grant).
In determining the amount and form of executive compensation to be paid or
awarded in fiscal 1997, 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 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).
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The committee retained, without change for fiscal 1997, other elements of
executive compensation for the Named Executive Officers. These included health,
life and disability insurance, an automobile allowance and supplemental medical
expense coverage.
Current Compensation Committee: Chairman-Steven P. Matteucci, Dan McGurk and
Thomas M. Reahard
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None.
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 CORPORATION, THE AMEX MARKET VALUE INDEX
AND THE S & P TECHNOLOGY SECTOR INDEX
<TABLE>
<CAPTION>
9/92 9/93 9/94 9/95 9/96 9/97
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
BOWMAR INSTRUMENT
CORPORATION 100 96 196 157 96 150
AMEX MARKET VALUE 100 121 122 145 152 191
S & P TECHNOLOGY
SECTOR 100 122 140 222 272 442
</TABLE>
* $100 INVESTED ON 9/30/92 IN STOCK OR INDEX -
INCLUDING REINVESTMENT 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 subsidiary for the fiscal year ending October 3, 1998. Coopers & Lybrand
L.L.P. served as auditors of the Corporation and its subsidiary for the fiscal
year ended September 27, 1997. 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.
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 its subsidiary, and it has had no connection with the Corporation or its
subsidiary in any capacity other than that of independent public accountants.
During the year ended September 27, 1997, 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, pre-issuance reviews of quarterly financial results, and the audit
of the 401K and pension plans. Non-audit services involved tax assistance.
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<PAGE> 10
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 judgment 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 27, 1997, 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, 3601 E. University Drive,
Phoenix, Arizona 85034, and are asked to mark "1997 10-K Request" on the outside
of the envelope containing the request.
SHAREHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
Proposals of shareholders intended to be presented at the 1999 Annual
Shareholders' Meeting must be received at Bowmar's offices at 3601 E. University
Drive, Phoenix, Arizona 85034, prior to September 1, 1998, for inclusion in the
1999 Proxy Statement and form of proxy.
By order of the Board of Directors,
JOSEPH G. WARREN, JR.
Secretary
December 30, 1997
<PAGE> 11
BOWMAR INSTRUMENT CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS, FEBRUARY 5, 1998
The undersigned hereby appoints THOMAS K. LANIN, EDWARD A. WHITE, and
JOSEPH G. WARREN, JR., and each of them, as proxies of the undersigned, with
full power of substitution, to vote all shares of both Common Stock and $3.00
Preferred Stock of Bowmar Instrument Corporation standing in the name of the
undersigned on December 15, 1997, at the Annual Meeting of Shareholders of
Bowmar Instrument Corporation to be held at the offices of White
Microelectronics, 3601 E. University Drive, Phoenix, Arizona 85034 on February
5, 1998, at 11:00 AM Mountain Standard Time, and at any adjournments thereof,
on the matters set forth on the reverse side more fully described in the
accompanying Proxy Statement, hereby revoking any proxy or proxies heretofore
given.
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)
<PAGE> 12
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF SHAREHOLDERS
BOWMAR INSTRUMENT CORPORATION
FEBRUARY 5, 1998
Please Detach and Mail in the Envelope Provided
- --------------------------------------------------------------------------------
PLEASE MARK YOUR
A /X/ VOTES AS IN THIS
EXAMPLE
MANAGEMENT RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS AND ALL SHARES
REPRESENTED BY THIS PROXY WILL BE SO VOTED UNLESS OTHERWISE INDICATED.
<TABLE>
<CAPTION>
<S> <C> <C>
FOR all nominees listed WITHHOLD AUTHORITY
at right (except as (to vote for all nominees
marked to the contrary) listed to the right)
1. Election NOMINEES: Thomas K. Lanin
of / / / / Dan L. McGurk
Directors. Steven P. Matteucci
Thomas M. Reahard
Edward A. White
</TABLE>
INSTRUCTION: To withhold authority to vote for any
individual nominee, write that nominees name on the
space provided:
---------------------------------------------------
2. Ratification of appointment of Coopers & Lybrand L.L.P. as independent
auditors:
FOR AGAINST ABSTAIN
/ / / / / /
3. FOR discretionary authority to vote on such other matters as may properly
come before the meeting, and any and all adjournments thereof (UNLESS
THIS ITEM IS STRICKEN).
Signature
--------------------------------------
Signature
--------------------------------------
IF HELD JOINTLY
Dated: , 1997
-----------------------
NOTE: Shareholders should sign only as name(s) appear(s) above. Joint owners
should each sign personally. Trustees and other fiduciaries should
indicate their capacity, and where more than one name appears, a
majority must sign. An officer signing for a corporation should
state their title.
