<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(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 (S)240.14a-12
Brown & Sharpe Manufacturing Company
(Name of Registrant as Specified In Its Charter)
N/A
(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>
[LOGO OF BROWN & SHARPE APPEARS HERE]
March 31, 2000
To the Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders of
Brown & Sharpe Manufacturing Company to be held on Friday, April 28, 2000, at
10:00 a.m. at the Company's corporate offices, Precision Park, 200 Frenchtown
Road, North Kingstown, RI.
The accompanying formal Notice of Annual Meeting of Stockholders and Proxy
Statement contain the principal items of business to be considered and acted
upon at the meeting, including information about the Directors of the Company
continuing in office and the three nominees for election as Directors for
three-year terms. In addition to the foregoing, we will report on the
Company's performance during 1999 and on our plans for positioning the Company
to meet the challenges that lie ahead. We welcome the opportunity to share our
thoughts with our stockholders and look forward to your questions and
comments.
We hope you will be able to attend the meeting, but if you cannot do so, it
is important that your shares be represented. Accordingly, whether or not you
plan to personally attend the meeting, we urge you to mark, sign, date, and
promptly return the enclosed proxy card in the return envelope.
Sincerely yours,
/s/ Frank T. Curtain
Frank T. Curtin
Chairman of the Board, President and
Chief Executive Officer
<PAGE>
Brown & Sharpe Manufacturing Company
Precision Park
200 Frenchtown Road
North Kingstown, Rhode Island 02852-1700
Telephone (401) 886-2000
Facsimile (401) 886-2214
----------------
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
----------------
Notice is hereby given to the stockholders of Brown & Sharpe Manufacturing
Company that the Annual Meeting of Stockholders will be held on Friday, April
28, 2000, at 10:00 a.m. at the Company's corporate offices, Precision Park,
200 Frenchtown Road, North Kingstown, Rhode Island, for the following
purposes:
1. To fix the number of Directors at nine and to elect a class of three
Directors, whose names are set forth in the accompanying Proxy Statement,
to succeed the class whose term expires with this Annual Meeting of
Stockholders, to serve until the year 2003 Annual Meeting of Stockholders
and until their successors shall be elected and qualified.
2. To ratify and approve the appointment by the Board of Directors of
the firm of Ernst & Young LLP as the Company's independent accountants for
the year 2000.
3. To transact such other business that may properly come before the
meeting, and any adjournments thereof.
The Board of Directors has fixed the close of business on Tuesday, March
14, 2000, as the record date for determining stockholders entitled to notice
of the meeting and to vote at the meeting, and any adjournments thereof. A
copy of the Company's Annual Report containing financial data and a summary of
operations for 1999 is being mailed to the stockholders with this Proxy
Statement.
In the event you cannot attend the Annual Meeting in person, please
complete, sign and date, and promptly return the enclosed Proxy in the
accompanying post-paid envelope so that your shares of Company stock may be
represented at the Meeting.
By Order of the Board of Directors,
/s/ James W. Hayes, III
James W. Hayes, III
Secretary
North Kingstown, Rhode Island
March 31, 2000
<PAGE>
Brown & Sharpe Manufacturing Company
Precision Park, 200 Frenchtown Road
North Kingstown, Rhode Island 02852-1700
Telephone (401) 886-2000
Facsimile (401) 886-2214
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 28, 2000
This Proxy Statement and the accompanying Proxy is furnished in connection
with the solicitation of proxies on behalf of the Board of Directors of Brown
& Sharpe Manufacturing Company (the "Company") for use at the Company's Annual
Meeting of Stockholders (the "Annual Meeting") to be held at the Company's
corporate offices, Precision Park, 200 Frenchtown Road, North Kingstown, Rhode
Island, on Friday, April 28, 2000, at 10:00 a.m., and at any adjournments
thereof.
Stockholders of record at the close of business on Tuesday, March 14, 2000,
are entitled to receive notice of and to vote at the Annual Meeting. On that
date, the Company had 13,787,885 shares of common stock outstanding comprised
of 13,283,988 shares of Class A Common Stock, $1.00 par value (the "Class A
Stock") and 503,897 shares of Class B Common Stock, $1.00 par value (the
"Class B Stock"). The Company's Certificate of Incorporation provides that
each share of Class A Stock outstanding on the record date entitles the holder
thereof to one vote and each share of Class B Stock outstanding on the record
date entitles the holder thereof to ten votes except as otherwise provided by
law or by the Certificate of Incorporation. The holders of Class A Stock are
entitled to elect one Director at the Annual Meeting, and such holders voting
together with the holders of Class B Stock as a single class are entitled to
elect the remaining Directors to be elected at the Annual Meeting. Except for
the foregoing and as may otherwise be provided by law or the Certificate of
Incorporation, all other actions submitted to a vote of the stockholders at
the meeting will be voted on by the holders of Class A Stock and Class B Stock
voting together as a single class.
Proxies properly executed and returned will be voted at the Annual Meeting
in accordance with any directions noted thereon or, if no direction is
indicated, proxies will be voted FOR the election of the nominees for
Directors set forth herein and FOR the proposal to ratify the selection of
independent accountants described in this Proxy Statement. Proxies will be
voted in the discretion of the holders of the proxy with respect to any other
business that may properly come before the Annual Meeting and all matters
incidental to the conduct of the Annual Meeting.
Any stockholder signing and delivering a proxy may revoke it at any time
before it is voted by delivering to the Secretary of the Company a written
revocation or a duly executed proxy bearing a date later than the date of the
proxy being revoked. Any stockholder personally attending the Annual Meeting
may also revoke his or her proxy and vote his or her shares of stock.
The approximate date this Proxy Statement is being mailed to stockholders
is March 31, 2000.
1
<PAGE>
ITEM 1.
ELECTION OF DIRECTORS
The Board of Directors proposes to fix the number of Directors at nine and
to designate a class of three Directors to serve until the year 2003 Annual
Meeting and until their successors have been duly elected and qualified (the
"2003 Class"). Messrs. Frank T. Curtin, Richard A. Donnelly, and Kenneth N.
Kermes have been nominated by the Board of Directors, and they have each
consented to stand for election to the 2003 Class. Mr. Curtin, the Company's
President and Chief Executive Officer, is currently a member and Chairman of
the Board of Directors; Mr. Donnelly was elected a member of the Board by the
Board of Directors at its regular meeting held on December 10, 1999, thereby
increasing the size of the Board on such date to ten members. Under the
Company's By-Laws, Mr. Donnelly, having been elected a Director by the Board
of Directors, is required to stand for election by the stockholders of the
Company at the Company's next Annual Meeting of Stockholders. Messrs. Donnelly
and Kermes will replace Messrs. Tregurtha and Hammerly, who are retiring and
not standing for reelection to the Board, thereby reducing the size of the
Board to nine members. As required by the Company's Certificate of
Incorporation, the Board has designated that Mr. Kermes be elected by the
holders of Class A Stock and that Messrs. Curtin and Donnelly be elected by
the holders of Class A Stock and Class B Stock, voting together as a single
class.
Information is furnished below with respect to the nominees for election to
the 2003 Class as well as the Directors continuing in office. Henry D. Sharpe,
III is the son of Henry D. Sharpe, Jr., a significant stockholder of the
Company (see Table on Page 5) and former Chairman of the Board of Directors,
who retired from the Board on October 25, 1996.
The Board of Directors unanimously recommends a vote FOR the election of
Messrs. Curtin, Donnelly, and Kermes.
<TABLE>
<CAPTION>
Principal Occupation During Last
Name (Age) Year First Five Years and
(Board Committee Elected a Directorships in Public Reporting
Membership) Director and Other Companies
---------------- ---------- ---------------------------------
<C> <C> <S>
Nominees for Election to Office
Terms Expiring in 2000
Frank T. Curtin (65) 1995 Chairman of the Board of
(Executive, Corporate Governance) Directors since October 1996 and
President and Chief Executive
Officer since May 2, 1995; from
January 1992 to May 1995, Vice
President, National Center for
Manufacturing Sciences, Ann
Arbor, MI, a research and
development organization; from
1989 to May 1995, President,
Curtin & Associates, Santa
Barbara, CA and Ann Arbor, MI, a
software development company.
Richard M. Donnelly (56) 1999 Currently a principal in the firm
of Donnelly Associates, a
consulting firm to manufacturing
industries; from 1995 to 1998,
President of General Motors
Europe; from 1992 to 1994, Vice
President & Group Executive for
GM Powertrain Group; from 1983 to
1995, various executive
management positions with General
Motors Corporation; Director,
Detroit Diesel Corporation;
Director, Powerway, Inc.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Name (Age) Year First
(Board Committee Elected a Principal Occupation During Last Five Years and
Membership) Director Directorships in Public Reporting and Other Companies
---------------- ---------- -----------------------------------------------------
<C> <C> <S>
Kenneth N. Kermes (64) -- Currently a partner of BayView Equity Partners and
Riparian Partners, Ltd., two related investment
banking firms; from 1994 to 1998, Vice President for
Business and Finance and Chief Financial and
Administrative Officer, University of Rhode Island;
from 1987 to 1989, Executive Vice President, Corporate
Finance and from 1989 to 1991, Senior Vice President
and Group Corporate Development Director, SmithKline
Beecham PLC.
Terms Expiring in 2001
Howard K. Fuguet (62) 1990 Partner of the law firm of Ropes & Gray, Boston, MA.
(Audit, Corporate Governance)
Henry D. Sharpe, III (45) 1992 Co-founder and Technical Director, Design Lab, LLC.,
(Audit) Providence, RI, a multi-disciplinary product design
firm specializing in research and design of new
products, re-design of existing products, and
engineering management services; and Partner, Konden &
Associates LLC, a placement agent for independent
product design firms.
J. Robert Held (61) 1996 Currently a consultant to the computer industry; from
(Compensation and 1988 to 1995 President, Chief Executive Officer, and a
Nominating) Director of Chipcom Corporation, Southborough, MA, a
computer communications company; from 1984 to 1988
Vice President, Division General Manager and from 1980
to 1984 Vice President, Sales and Service, Genrad,
Inc., Concord, MA, a manufacturer of test equipment
for the electronics industry.
Terms Expiring in 2002
John M. Nelson (68) 1975 From June 1999 to present, Lead Director, and from
(Audit, Compensation and June 1995 to June 1999, Chairman of the Board, The TJX
Nominating) Companies, Inc., an off price specialty apparel
retailer; Chairman of the Board, Wyman Gordon Company,
Worcester, MA, manufacturer of forgings and castings,
from May 1994 to October 1997 and Chairman and Chief
Executive Officer from May 1991 to May 1994; until
October 1990, Chairman of the Board and Chief
Executive Officer, Norton Company, manufacturer of
abrasives and ceramics; Director, Eaton Vance Corp.;
Director, Commerce Holdings Inc., a holding company
for property and casualty insurance companies;
Director, Stocker & Yale Inc., a specialty products
company.
Russell A. Boss (61) 1990 Director and Chairman of the Board of Directors, A. T.
(Executive, Compensation and Cross Company, Lincoln, RI, manufacturer of fine
Nominating) writing instruments; Trustee, Eastern Utilities
Association, Boston, MA.
Roger E. Levien (64) 1996 From May 1997 to present, Managing Partner, Levien
(Corporate Governance) Enterprises, a consulting business; July 1992 to April
1997, Vice President, Strategy and Innovation, Xerox
Corporation, Stamford, CT, manufacturer of document
and office technology equipment.
</TABLE>
3
<PAGE>
GENERAL INFORMATION
RELATING TO THE BOARD OF DIRECTORS
The Board of Directors, which held five regular meetings in 1999, maintains
a standing Executive Committee, composed of Messrs. Curtin, Boss, and
Tregurtha, which has substantially all of the powers and authority of the
Board of Directors when the full Board is not in session. The Executive
Committee did not meet in 1999. The Board of Directors also maintains standing
committees on audit ("Audit Committee"), corporate governance ("Corporate
Governance Committee"), and compensation and board membership nominations,
("Compensation and Nominating Committee") each of which, except for the
Corporate Governance Committee which includes Mr. Curtin, is composed
exclusively of non-employee Directors. Each of the Directors participated in
75% or more of the aggregate number of meetings of the Board and of the
committees on which he is a member.
The Audit Committee, whose members are Messrs. Hammerly, Fuguet, Sharpe
III, and Nelson, recommends to the Board of Directors, for approval by the
stockholders, the appointment of a firm of independent certified public
accountants to audit the Company's financial statements. The Audit Committee
also meets with the independent accountants and the Company's Chief Financial
Officer to review the scope and results of the audit, the scope of audit and
non-audit services, the range of audit and non-audit fees, any proposed
changes in accounting policies, practices, or procedures, including those
relating to the Company's internal accounting controls, and the Company's
financial statements to be included in the Company's Annual Report to
Stockholders and other related matters. The Audit Committee met two times in
1999.
The Corporate Governance Committee, whose members are Messrs. Curtin,
Fuguet, Tregurtha, and Levien, considers matters concerning the composition
and performance of the Board and its relationship to management and other
corporate governance matters, including those relating to the existence of the
Company as an independent company or which otherwise might affect the control
of the Company. The Corporate Governance Committee did not meet in 1999.
The Compensation and Nominating Committee, whose members are Messrs. Boss,
Tregurtha, Nelson, and Held, performs a periodic review of salaries and
compensation/benefit plans for the Executive Officers and other key management
personnel of the Company. The Committee also administers the Amended Profit
Incentive Plan, the 1989 and 1999 Equity Incentive Plans, the Key Employees'
Long-Term Deferred Cash Incentive Plan, the Supplemental Executive Retirement
Plan, and the Senior Executive Supplemental Umbrella Retirement Pension Plan.
In addition the Committee recommends to the Board nominees who are proposed
for election as directors. The Compensation and Nominating Committee met five
times in 1999. See "Compensation and Nominating Committee Report".
The Board of Directors, at its regular meeting held on February 11, 2000,
appointed a Special Committee of the Board, comprised of three independent
Directors, to evaluate various financial proposals and recommend to the Board
the adoption of one of the financial alternatives to address the Company's
current default situation with its principal lenders and its
indebtedness/liquidity problem. The Special Committee, comprised of
Messrs. Hammerly, Donnelly, and Nelson, has met five times since it was
established and will work with management to achieve a timely completion of
the selected financial transaction.
As compensation for services rendered during 1999, the Company paid each
non-employee Director an annual retainer of $15,000, a fee of $1,000 for each
Board meeting attended, a fee of $500 for each teleconference meeting which
lasted more than one-half hour in duration, and a fee of $1,000 for each
Committee meeting attended. Directors who are Chairpersons of Committees also
receive an additional $3,000 in their annual retainer fee.
The Compensation and Nominating Committee of the Board on September 30,
1999 awarded non-qualified stock options to eight non-employee Directors for
an aggregate of 32,000 shares of Class A common stock under the 1999 Equity
Incentive Plan. Each Director received grants of options for 4,000 shares at
an exercise price of
4
<PAGE>
$2.375 per share, which exercise price was equivalent to market value at the
time of grant of the awards, and such options are subject to the vesting and
other provisions as contained in option grants made to senior management of
the Company described in Footnote (2) to the Stock Options/SAR Grants in Last
Fiscal Year table on Page 15.
Mr. Tregurtha has elected to defer 50% of his Director's fees under a
deferred stock equivalent unit contract with the Company dated September 3,
1987 pursuant to which all fees earned after that date were to be converted
into deferred stock equivalent units based on the market value of the
Company's stock on each fee payment date. Under such contract dividend
equivalents in amounts and timing equal to any cash dividends paid on the
Company's outstanding stock are similarly converted into additional stock
equivalent units. The Company paid no cash dividends on its stock in 1999. Mr.
Tregurtha's contract matures on October 1, 2005 or the earlier date of death
or other termination of Mr. Tregurtha's services as a Director. The contract
was amended in 1992 to provide that fee amounts deferred after May 1, 1991
(including any dividend equivalent amounts) will be payable on maturity only
in cash, with amounts deferred prior to such date payable in cash or shares of
Company Class A Stock.
The law firm of Ropes & Gray, Boston, Massachusetts, of which Mr. Fuguet is
a partner, has provided legal services to the Company since 1957.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
I. Security Ownership of Certain Beneficial Owners
Set forth below, as of March 2, 2000, are the persons or groups known to
the Company who beneficially own, under the applicable rules and regulations
of the Securities and Exchange Commission, more than 5% of any class of the
Company's voting securities.
<TABLE>
<CAPTION>
Amount and Nature
Name and Address of Beneficial Ownership Percent of
of Beneficial Title of Class ------------------------- Percent Combined
Owner of Common Stock Direct Indirect of Class Voting Power
---------------- --------------- ------------ ------------ -------- ------------
<S> <C> <C> <C> <C> <C>
Fiduciary Trust
Company Class A 168,196 -- 1.2 3.9
International(1) Class B 56,064 -- 11.1
Two World Trade
Center
New York, NY
10048-0774
Henry D. Sharpe,
Jr.(2) Class A 476,766 7,200 3.6 11.4
Pojac Point, RFD
No. 2 Class B 158,920 2,400 32.0
North Kingstown,
RI 02852
Frank T.
Curtin(3) Class A 920,465 -- 6.9 14.1
c/o Brown &
Sharpe Class B 166,063 -- 32.9
Manufacturing
Company
200 Frenchtown
Road
Precision Park
N. Kingstown, RI 02852-1700
Edward D.
DiLuigi(3) Class A 697,986 -- 5.2 13.0
c/o Brown &
Sharpe Class B 169,332 -- 33.6
Manufacturing
Company
200 Frenchtown
Road
Precision Park
N. Kingstown, RI 02852-1700
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Name and Amount and Nature
Address of Beneficial Ownership Percent of
of Beneficial Title of Class ---------------------------Percent Combined
Owner of Common Stock Direct Indirect of Class Voting Power
------------- --------------- -------------- -------------------- ------------
<S> <C> <C> <C> <C> <C>
Andrew C.
Genor (3) Class A 660,465 -- 4.9 12.6
c/o Brown &
Sharpe Class B 166,063 -- 32.9
Manufacturing
Company
200 Frenchtown
Road
Precision Park
N. Kingstown, RI 02852-1700
Putnam
Fiduciary
Trust(4) Class A 409,893 -- 3.0 5.1
Company Class B 52,744 -- 10.4
859 Willard
Street
Quincy, MA
02169
David L.
Babson(5) Class A 1,009,500 -- 7.5 5.5
& Co. Inc. Class B -- -- --
One Memorial
Drive
Cambridge, MA
02142-1300
Merrill Lynch
& Co. Inc.(6) Class A 1,276,200 -- 9.6 6.9
On behalf of
Merrill Lynch Class B -- -- --
Asset
Management
Group
World
Financial
Center
North Tower
250 Vesey
Street
New York, NY
10381
Merrill Lynch
Special Value Class A 846,900 -- 6.3 4.6
Fund, Inc.(6) Class B -- -- --
800 Scudders
Mill Road
Plainsboro, NJ
08536
Dimensional
Fund(7) Class A 939,174 -- 7.0 5.1
Advisors Inc. Class B -- -- --
1299 Ocean
Avenue
11th Floor
Santa Monica,
CA 90401
</TABLE>
- --------
(1) Fiduciary Trust Company International, a bank, by virtue of various
investment management contracts and trust agreements with members of the
Sharpe family, including Henry D. Sharpe, III, a Director, holds the
shares of Class A and Class B Stock in the Table. See Footnote (2) below.
(2) Various members of Henry D. Sharpe, Jr.'s family beneficially own an
aggregate of 645,286 shares of common stock of the Company comprised of
483,966 shares of Class A Stock and 161,320 shares of Class B Stock of the
Company. These holdings amount to 3.6% and 32.0%, respectively, of each
class of stock and represent 11.4% of the combined voting power of the
Class A Stock and Class B Stock. The table includes (a) an aggregate of
168,076 shares of Class A Stock and 56,024 shares of Class B Stock held by
Henry D. Sharpe, Jr.'s wife and children, including Henry D. Sharpe, III,
a Director of the Company, and by trusts, of which they are beneficiaries
under agreements with Fiduciary Trust Company International and under
which they each have sole voting and dispositive power with respect to
their shares and with respect to which Mr. Sharpe, Jr. disclaims
beneficial ownership; (b) 120 shares of Class A Stock and 40 shares of
Class B Stock held by the Sharpe Family Foundation, a charitable
foundation, held by Fiduciary Trust Company International with whom Mr.
Sharpe, Jr. shares voting power and with respect to which beneficial
ownership is disclaimed; (c) 7,200 shares of Class A Stock and 2,400
shares of Class B Stock as to which
6
<PAGE>
(Footnotes cont'd. from previous page)
Henry D. Sharpe, Jr. has neither voting nor dispositive power but as to
which he is a beneficiary under a trust established under the will of Henry
D. Sharpe, Sr.; and (d) 308,570 shares of Class A Stock and 102,856 shares
of Class B Stock held by Fiduciary Trust Company International as to which
Henry D. Sharpe, Jr. has sole voting and dispositive power.
(3) Messrs. Curtin, DiLuigi, and Genor are Executive Officers of the Company
and serve as co-Trustees of the Brown & Sharpe Employee Stock Ownership
and Profit Participation Plan (the "ESOP"). The Table includes (i)
660,465 shares of Class A Stock and 166,063 shares of Class B Stock held
by the ESOP, which are deemed to be beneficially owned by each of the
foregoing persons, but as to all of which ESOP shares, except, with
respect to their own vested shares of Class A Stock and Class B Stock in
such plan, they disclaim beneficial ownership; and (ii) shares of Class A
Stock issuable upon exercise of stock options held by such Executive
Officers. (See II. Security Ownership of Management Footnote (3) and
Aggregated Options Table.)
(4) Putnam Fiduciary Trust Company acts as Trustee of the Brown & Sharpe
Savings and Retirement Plan and the Brown & Sharpe Savings and Retirement
Plan for Management Employees (together referred to as the "SARP"),
substantially similar tax qualified 401-K savings plans covering the
Company's U.S. employees, and in that capacity shares voting power with
respect to the shares of Class A Stock and Class B Stock with and subject
to direction from participants in the SARP as to all of which shares
Putnam disclaims beneficial ownership.
(5) David L. Babson & Co. Inc., an investment advisor, holds the reported
shares for the benefit of its clients and has sole voting and dispositive
power with respect to such shares.
(6) Merrill Lynch & Co. Inc. is a parent holding company and Merrill Lynch
Special Value Fund, Inc. is a subsidiary of such company, and such
companies, as registered investment advisors, share voting and
dispositive control over such shares with certain clients.
(7) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, has sole voting and dispositive control over such shares and is
deemed to have beneficial ownership of the reported shares, all of which
shares are held in portfolios of DFA Investment Dimensions Group Inc., a
registered open-end investment company, or in series of the DFA Investment
Trust Company, a Delaware business trust, or the DFA Group Trust and DFA
Participation Group Trust, investment vehicles for qualified employee
benefit plans, as to all of which Dimensional Fund Advisors Inc. serves as
investment manager. Dimensional disclaims beneficial ownership of all such
shares.
II. Security Ownership of Management
The following table and accompanying footnotes set forth certain
information about the beneficial ownership of the Company's Class A Stock and
Class B Stock as of March 2, 2000 by the Directors and Nominees and the named
Executive Officers included in the Summary Compensation Table and all
Directors and Executive Officers as a group.
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial Ownership Percent of
Name and Address Title of Class ------------------------- Percent Combined
of Beneficial Owner of Common Stock Direct Indirect of Class Voting Power
- ------------------- --------------- ------------ ------------ -------- ------------
<S> <C> <C> <C> <C> <C>
Frank T.
Curtin(1) Class A 920,465 -- 6.9 14.1
Class B 166,063 -- 32.9
Henry D.
Sharpe,
III(2) Class A 55,145 2,400 * 1.3
Class B 18,381 800 3.6
John M. Nelson Class A 6,553 -- * *
Class B 151 -- *
Howard K.
Fuguet Class A 1,000 -- * *
Class B -- -- --
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial Ownership Percent of
Name and Address Title of Class --------------------------Percent Combined
of Beneficial Owner of Common Stock Direct Indirect of Class Voting Power
- ------------------- --------------- ------------- -------------------- ------------
<S> <C> <C> <C> <C> <C>
Russell A.
Boss Class A 8,000 -- * *
Class B -- -- --
Paul R.
Tregurtha Class A 705 -- * *
Class B 13 -- *
Harry A.
Hammerly Class A 7,000 -- * *
Class B -- -- --
J. Robert Held Class A 5,000 -- * *
Class B -- -- --
Roger E.
Levien Class A 2,000 -- -- *
Class B -- -- --
Richard A.
Donnelly Class A -- -- -- --
Class B -- -- -- --
Kenneth N.
Kermes Class A -- -- -- --
Class B -- -- -- --
Charles A.
Junkunc Class A 98,725 -- * *
Class B 685 -- *
Philip James Class A 60,778 -- * *
Class B 921 --
Antonio
Aparicio Class A 70,000 -- * *
Class B -- -- --
Andrew C.
Genor(1) Class A 660,465 -- 4.9 12.6
Class B 166,063 -- 32.9
Edward D.
DiLuigi(1) Class A 697,986 -- 5.2 13.0
Class B 169,332 -- 33.6
All Directors,
Nominees and Class A 1,750,597 2,400 13.1 27.5
Executive
Officers as a
Group Class B 329,823 800 65.6
(19
persons)(3)
*Less than one
percent (1%).
</TABLE>
- --------
(1) See Footnote (3) I. Security Ownership of Certain Beneficial Owners.
(2) See Footnote (2) I. Security Ownership of Certain Beneficial Owners.
(3) With respect to Executive Officers who are not Directors, includes (i)
133,500 shares of Class A Stock as to which four of the named Executive
Officers have sole voting and investment power; (ii) 38,644 vested shares
of Class A Stock and 6,876 vested shares of Class B Stock in the aggregate
as to which certain Executive Officers have shared voting power as
participants in the SARP and ESOP; and (iii) for Messrs. Curtin, Junkunc,
Aparicio, and DiLuigi includes 200,000, 65,000, 58,000, and 15,000 shares,
respectively, of Class A Stock and 57,500 shares of Class A stock for
three other Executive Officers, which are subject to stock options
presently exercisable or exercisable within sixty (60) days of the
expected March 31, 2000 date of mailing of this Proxy Statement, granted
to such Executive Officers pursuant to the Company's 1989 Equity Incentive
Plan. (See Options and SAR Table under the heading "Executive
Compensation".)
8
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
As required by Securities and Exchange Commission rules, the Company notes
that Frank T. Curtin, a Director and Chief Executive Officer of the
Corporation, and Phil James, an Executive Officer of the Company, did not
timely file Form 4 Statement of Changes in Beneficial Ownership of Securities
reports; and Howard K. Fuguet, a Director of the Corporation, did not timely
file a Form 5 Statement of Changes in Beneficial Ownership of Securities
report.
Compensation and Nominating Committee Report
Compensation Philosophy
The Compensation and Nominating Committee of the Board of Directors (the
"Committee") presents its report on executive compensation for the year 1999.
The Committee's guidelines for compensation decisions are guided by the
following principles:
. To provide a competitive total compensation package that enables the
Company to attract and retain the key executive talent needed to
accomplish its corporate goals.
. To integrate compensation programs with the Company's annual and long-
term business objectives and strategy in order to focus executive
behavior on the fulfillment of those objectives.
. To provide variable compensation opportunities that are directly linked
with the performance of the Company and that significantly align
executive remuneration with the interests of the stockholders.
In addition, the Committee also considers, in implementing its decisions,
the impact of Section 162(m) of the Internal Revenue Code of 1986 (the
"Code"), which in certain circumstances disallows annual compensation
deductions in excess of $1,000,000. This disallowance provision does not apply
to performance-based compensation, commissions, and certain other payments or
forms of compensation. The Committee has determined that the Corporation's
incentive awards that will be subject to 162(m) should be made, to the extent
practicable, on a basis that ensures that the Corporation will be entitled to
full deductibility under Section 162(m).
Compensation Program
The Committee, which is composed of outside Directors who have no
interlocking relationships within the meaning of regulations of the Securities
and Exchange Commission, is responsible for reviewing the Company's overall
executive compensation program, reviewing the compensation of the Executive
Officers, and administering the cash bonus, deferred cash award, and stock
based incentive plans and certain retirement plans to ensure that pay levels,
incentive opportunities, and projected retirement benefits are competitive
and, of equal importance, appropriately reflect the performance of the
Company. The components of the compensation program for executives are
described below.
Base Salary. The factors considered in determining the appropriate salary
are level of responsibility, prior experience and accomplishments, and the
relative importance of the job in terms of achieving corporate objectives and
general salary ranges for comparable positions at similar size companies or
divisions within the industry. Each Executive Officer's salary is reviewed
annually. Adjustments may be recommended based upon individual performance,
inflationary and competitive factors, and overall results. In late December
1998 and early 1999, the Committee reviewed, with the assistance of a
compensation consulting firm, and then increased the base salaries of the
Executive Officers for the year 1999 to be more in line with the 50th
percentile for comparable companies ("general industrial" companies for
executives in its measuring equipment business and select "high-tech"
companies for executives associated with its software and sensors business) as
surveyed by the consulting firm. (See below for the Chief Executive Officer.)
Annual Incentive Compensation. Under the Company's Amended Profit Incentive
Plan ("PIP"), executives are eligible to receive a planned annual cash bonus
of up to a specified percentage (generally 30% to 40% for executives) of base
salary. At the beginning of each fiscal year, the Committee establishes for
each
9
<PAGE>
executive a maximum aggregate percentage bonus opportunity (generally 30% to
40% for executives), which is comprised of separate bonus categories tied to
the satisfaction of a specified, largely quantitative formula of corporation
goals (e.g., net income, cash flow, and achievement of specific objectives).
Actual bonuses paid may be above or below the target amount planned depending
on achievement of objectives but may not exceed 200% of the planned bonus. In
order to assure that the PIP would effectively encourage and reward superior
performance, the Committee in early 1996 had restructured the specific
performance targets comprising the overall formula for the Executive Officers
to focus their content on promoting cross-divisional and inter-Company
cooperation and also focusing on net income and various determinants of cash
flow. Bonuses under the PIP for performance in 1999 were made to a total of
approximately 120 management executives. However, none of the named Executive
Officers have yet been paid any bonuses for 1999 as the Plan's criteria for
such year provided that bonuses to such persons would be earned and paid only
upon completion of a financing transaction that deals satisfactorily with the
Company's current default situation with its principal lenders and its
indebtedness/liquidity problem.
Long-Term Incentive Awards
Stock Options. Stock options, restricted stock, and other stock based
awards which may be granted under the Corporation's stock incentive plan for
management, the 1999 Equity Incentive Plan (which was approved by the
stockholders on April 30, 1999), and an earlier plan, the 1989 Equity
Incentive Plan, provide incentive to executives by giving them a strong
economic interest in maximizing stock price appreciation, thereby better
aligning their interests with the Corporation's stockholders. Accordingly,
each executive's total compensation is significantly dependent upon stock
performance. Option exercise prices are set at 100% of fair market value on
the date of grant, and the options expire after 10 years. The options granted
by the Committee in prior years vest over a period of years, typically 50%
after one year and 50% the next year or 50% after the first two years and 25%
per year for the following two years, in order to encourage management
continuity and better align compensation to long-term stock value. In 1999 the
Committee awarded options for an aggregate of 783,200 shares to 136 management
persons, including options for an aggregate of 260,000 shares to the six named
Executive Officers, as shown in the Summary Compensation Table, and other
Executive Officers. These options vest and become exercisable in seven years
from the date of grant subject to earlier partial exercise rights in the event
the Company's stock price reaches certain levels.
Long-Term Deferred Cash Incentive Plan. This component of executive
compensation consists of the Key Employees' Long-Term Deferred Cash Incentive
Plan (the "LTDCIP"), which was amended by the Committee in 1998. Pursuant to
the Committee's recommendation under the amended Plan, the Company may make
annual deferred cash awards as a bonus based on earnings. Each participant has
credited to his account a percentage, established by the Committee from time
to time, of adjusted pre-tax profit (as defined). Accounts vest after three
years or, if earlier, upon retirement at or after age 65 with five years of
service or at or after age 60 with ten years of service. (If a participant
retires at or after age 55 with five years of service, the normal three-year
vesting requirement is reduced to one year after retirement.) Full vesting
also occurs upon a Change in Control (as defined). Participants are subject to
a two-year post termination non-compete, except for terminations after a
change in control. Participant accounts are subject to notional "investment"
in one or more mutual fund alternatives and/or Brown & Sharpe stock, except
that credits are required to be "invested" in the Company stock alternative if
the participant is below the Company's share ownership requirement for
executives under the Executive Officer Stock Ownership Policy adopted by the
Board on recommendation by the Committee in 1998. Participant vested accounts
are distributable at termination of employment in a lump sum or installments
(up to three years). Certain larger accounts may be distributed as an annuity.
No awards were made to any participant in the LTDCIP for 1999.
Compensation of Chief Executive Officer
Mr. Curtin joined the Company in May of 1995 and entered into an Employment
Agreement on May 2, 1995 for an initial term of three years, which agreement
has been extended annually by amendment, most recently in February of 1999 to
extend his term of employment for an additional year ending May 1, 2000. The
10
<PAGE>
Committee increased Mr. Curtin's base annual salary for 1999, following a
review, with the assistance of a compensation consulting firm, of executive
compensation, to $425,274 from $359,972 for 1998. The Employment Agreement
provided Mr. Curtin with an initial grant of options for 200,000 shares of
Class A common stock at an exercise price equal to the fair market value on
May 3, 1995. Options for 80,000 shares and 100,000 shares were subsequently
granted to Mr. Curtin in 1998 and 1999 at exercise prices of $10.6875 and
$2.375, respectively.
The Committee established Mr. Curtin's planned target annual cash bonus
under the PIP for 1999 at 60% of his salary. In early 1999 the Compensation
Committee approved payment of a cash bonus under the PIP to Mr. Curtin of
$208,445 for 1998 performance, representing approximately 58% of his salary.
This bonus award was towards the higher end of the target range based on
achievement by the Company of profit and cash flow objectives. In determining
Mr. Curtin's 1999 annual PIP bonus, the Committee established a set of
performance objectives, which were based 70% on achievement of net income and
30% on achievement of cash flow, all of which was subject to completion of a
financing transaction acceptable to the Company. Based on achievement of
Company cash flow objectives, Mr. Curtin is entitled to a PIP bonus of
$114,823; however, Mr. Curtin has not yet been paid any bonus for 1999 as the
financing criteria has not been completed, and Mr. Curtin received no award
credit under the LTDCIP for 1999.
Russell A. Boss, Chairman
John M. Nelson
Paul R. Tregurtha
J. Robert Held
11
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph sets forth information comparing the cumulative total
return to holders of the Company's Class A Stock over the Company's last five
fiscal years beginning at the market close on the last trading day before the
beginning of the Company's fifth preceding fiscal year (the "Measuring
Period") with (1) the cumulative total return of the Standard & Poor's 500
Stock Index, and (2) the cumulative total return of the Standard & Poor's
Machinery (Diversified) index. The graph assumes $100 invested in December 31,
1994 in Company Class A common stock and $100 invested at the same time in
each of the S&P indexes shown and assumes that all dividends are reinvested.
<TABLE>
<CAPTION>
----------------------------------------------
12/94 12/95 12/96 12/97 12/98 12/99
<S> <C> <C> <C> <C> <C> <C>
BNS CLASS A 100.00 154.72 211.32 153.77 120.75 32.08
S & P 500 100.00 137.58 169.17 225.61 290.09 351.13
S & P MACHINERY (DIVERSIFIED) 100.00 123.40 153.81 203.46 169.33 200.20
</TABLE>
12
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the annual and long-term compensation during
each of the Company's last three fiscal years for Frank T. Curtin, the
Company's Chairman of the Board, President, and Chief Executive Officer, and
the four other highest-paid Executive Officers (as such term is defined under
rules promulgated under the Securities Exchange Act of 1934) who were serving
in such capacity as of the end of the Company's last completed fiscal year and
one Executive Officer who was not serving in such capacity at the end of such
fiscal year.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term Compensation Awards
--------------------------------------------
Annual Compensation Awards Pay-outs
--------------------------------------- --------------------- -----------
(e) (f) (g)
Other Restricted Securities (i)
(a) Annual Stock Underlying (h) All Other
Name and (b) (c) (d) Compen- Award(s) Options/ LTIP Compen-
Principal Position Year Salary ($) Bonus ($)(9) sation ($) ($)(6) SARs (#) Payouts ($) sation ($)
------------------ ---- ---------- ------------ ---------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Frank T. 1999 422,777 -- -- -- 100,000 -- 232,339
Curtin(1)(7)(8)........
President and Chief 1998 359,972 208,455 -- -- 80,000 -- 286,756
Executive Officer 1997 345,651 209,009 -- -- -- -- 187,754
Charles A.
Junkunc(2)(7)(8)....... 1999 262,211 -- 15,000 -- -- -- 738,085
Executive Vice 1998 252,127 100,445 -- -- 50,000 -- 135,849
President, Strategic 1997 239,810 108,757 205,125 -- -- -- 120,914
Development
Philip James(3)(7)(8)... 1999 264,846 -- -- -- 50,000 -- 76,956
Group Vice President, 1998 254,846 107,785 -- -- 50,000 -- 116,917
Measuring Systems 1997 81,730 175,000 -- -- 50,000 -- 18,792
Antonio Aparicio(4)(7).. 1999 227,002 -- 2,000 -- 20,000 -- 38,839
Vice President-- 1998 233,594 63,149 -- -- 30,000 -- 71,616
Precision Measuring 1997 226,489 86,672 120,750 -- -- -- 122,598
Instruments
Andrew C. Genor(5)(8)... 1999 242,307 -- 139,111 -- 65,000 -- 38,122
Vice President and 1998 30,288 -- -- -- 25,000 -- --
Chief Financial Officer 1997 -- -- -- -- -- -- --
Edward D. 1999 219,307 -- -- -- 25,000 -- 49,476
DiLuigi(6)(8)..........
Vice President, 1998 199,230 84,537 113,724 -- 25,000 -- 62,697
Measuring Systems-- 1997 90,865 105,652 63,269 -- 30,000 -- 20,892
Americas
</TABLE>
- --------
(1) Column (i) includes amounts of $54,191 for 1999; $54,092 for 1998; and
$63,053 for 1997, including interest earnings, credited to a Supplemental
Executive Retirement Plan account (the "SERP"); amounts of $15,496;
$15,664; and $15,759, representing the values of the 1999, 1998, and 1997
year-end Company contributions, respectively, to the executives SARP (4%
plus Company matching contributions) and ESOP (2% in shares of Class A
Stock); and amounts referred to in Footnotes (7) and (8).
(2) With respect to Mr. Junkunc, whose employment with the Company terminated
in December 1999, Column (e) includes for 1997 an amount of $137,125,
representing the value of income realized during the year as a result of
the vesting of restricted stock, and an amount of $68,000 approved by the
Compensation and Nominating Committee paid in connection with the vesting
of such restricted stock to offset the income taxes incurred by Mr.
Junkunc in connection with the vesting of such stock and an amount for
1999 of $15,000, representing the value of income realized from the
vesting of restricted stock. Column (i) includes the value of the year-
end Company contributions to the executives SARP and ESOP retirement
accounts in
13
<PAGE>
(Footnotes cont'd. from previous page)
the amounts of $15,496; $15,664; and $15,759 for 1999, 1998, and 1997,
respectively and amounts of $23,305; $27,185, $28,925 for 1999, 1998, and
1997, respectively including interest earned credited to the executives
SERP account and amounts referred to in Footnotes (7) and (8). For 1999
Column (i) also includes amounts of $392,600; $129,030; and $142,933,
representing the amounts payable to Mr. Junkunc in connection with his
severance arrangement and distribution of his vested SERP and LTDCIP
accounts.
(3) Mr. James commenced his employment in September of 1997, and the amount
in Column (c) reflects this short period of employment. Column (d) for
1997 includes a special signing bonus of $150,000 as compensation for
forfeiture of bonuses and other benefits from his previous employment and
an amount of $25,000 for a partial year 1997 PIP bonus. Column (i)
includes for 1999 and 1998 amounts of $15,496 and $15,664, respectively,
for the value of the year-end Company contribution to the executives SARP
and ESOP retirement account and amounts of $24,452 and $8,253,
respectively, credited to the executives SERP account for such years and
the amounts referred to in Footnotes (7) and (8).
(4) Mr. Aparicio is employed by Brown & Sharpe Tesa S.A., a Swiss corporation
("Tesa") and subsidiary of the Company. Amounts shown are converted from
Swiss Franc equivalent for 1999, 1998, and 1997 at the yearly average
U.S. dollar exchange rates of $.6390; $.6905; $.6930, respectively.
Column (e) for 1997 reflects an amount representing the value of income
realized as a result of the vesting of shares of restricted stock. Column
(i) includes dollar value of contributions made to Brown & Sharpe Tesa
S.A.'s retirement plans for Mr. Aparicio's benefit for 1997, 1998, and
1999 in the amounts of $39,070; $40,616; and $60,782, respectively (see
Foreign Retirement Plan, Page 18) and amounts referred to in Footnotes
(7) and (8).
(5) Mr. Genor commenced his employment in December of 1998, and the amount in
Column (c) reflects the short period of employment for such year. Column
(e) includes amounts of $72,388 for reimbursement of moving expenses and
$66,723 for offsetting additional income taxes incurred by the moving
expense reimbursement. Column (i) includes for 1999 an amount of $15,482
for the value of the year-end Company contributions to the executives SARP
and ESOP retirement account and the amounts referred to in Footnotes (7)
and (8). During 1999 the Company also loaned Mr. Genor $400,000 at the
applicable federal rate in connection with his relocation home purchase,
which principal amount and interest was repaid prior to year-end.
(6) Mr. DiLuigi commenced his employment in June of 1997, and the amount in
Column (c) for such year reflects the short period of employment. Column
(d) includes a special signing bonus of $75,000 and an amount of $30,625
for a partial year 1997 PIP bonus and the amount in Column (e) for 1997
represents a payment to Mr. DiLuigi to compensate him for the forfeiture
of options granted in connection with his previous employment. Column (i)
includes for 1998 and 1999 amounts of $15,664 and $15,496 for the value
of the year-end Company contribution to the executives SARP and ESOP
retirement account and amounts of $8,033 and $16,542 credited to the
executives SERP account, respectively, for such years and the amounts
referred to in Footnotes (7) and (8).
(7) Column (i) includes amounts of $217,000; $93,000; $31,000; $93,000; and
$39,000 for 1998 and amounts of $108,942; $76,230; $83,528; $18,792; and
$20,892 for 1997 for Messrs. Curtin, Junkunc, Aparicio, James, and
DiLuigi, respectively, credited to memorandum accounts established for
the Executive under the Long-Term Deferred Cash Incentive Plan. On
February 23, 1996 the Board of Directors approved, on recommendation of
the Compensation and Nominating Committee, the Brown & Sharpe Key
Employees' Long-Term Deferred Cash Incentive Plan ("LTDCIP") with effect
from January 1, 1995 (see discussion in Compensation and Nominating
Committee Report). The LTDCIP is intended to be a non-qualified unfunded
pension plan within the meaning of Section 3(2) of the Employee
Retirement Income Security Act. Beginning with the 1995 year and for 1996
and 1997, award credits were made annually to LTDCIP participants based
on one year's financial performance of the Company out of an award pool
of 6% of adjusted pre-tax earnings pro rata based on the salaries of
participants. The LTDCIP was amended in 1998 to provide that beginning in
1998 participant award opportunities are individually determined by the
Committee annually as a percentage of adjusted pre-tax profit.
Participants become vested in each accrued annual award after three years
subject to accelerated vesting upon a change of control (as defined) and
with payout of the credited vested amounts plus interest accrued at a
market rate deferred until retirement at or
14
<PAGE>
after age 65, death or disability, or earlier upon termination of
employment for reasons other than cause. The amounts for 1997 include
accrued interest and a proportionate reallocation of unvested previously
credited amounts for two Executive Officers who left the Company shortly
after the end of the 1996 fiscal year to 1996 participants' accounts which
include Messrs. Curtin, Junkunc, and Aparicio. Beginning after January 1,
1998, participants have the option under the Plan to convert all or a
portion of their account balances into phantom shares of the Company's
common stock in order to satisfy the requirements in the Company's
Executive Officer Stock Ownership Policy applicable to participants. (See
discussion under "Retirement Plans".) Column (i) for Mr. Junkunc includes
an amount of $142,933, which represents the vested value of his LTDCIP
account to be distributed to him following his termination from employment.
No award credits were earned by any of the named Executive Officers for
1999.
(8) Column (i) includes for 1999 amounts of $162,652; $34,721; $37,008;
$22,640; and $17,438 for Messrs. Curtin, Junkunc, James, Genor, and
DiLuigi, respectively, for payment of insurance premiums by the Company
for split-dollar term life insurance for the benefit of the named
Executive Officers who do not have any interest in either the cash
surrender value of such policies or refunded premiums in the event of
termination of such policy.
(9) For 1999 Messrs. Curtin, Junkunc, James, Aparicio, Genor, and DiLuigi met
the cash flow performance criteria objectives (but not the net income
criteria) for 1999 under the amended Profit Incentive Plan and are
entitled to partial bonuses in the amounts of $114,823; $47,198; $53,703;
$44,618; $43,740; and $39,600, respectively, which amounts will only be
earned and payable when the Company completes a financing transaction
that deals satisfactorily with the Company's current default situation
with its principal lenders and its indebtedness/liquidity problem.
Stock Option/SAR Grants
Under provisions of the Company's 1989 Equity Incentive Plan, which Plan
terminated on February 24, 1999, with no further awards being able to be made
after such date, and the 1999 Equity Incentive Plan, which was approved by the
stockholders on April 30, 1999 (together the "EIP"), a variety of stock and
stock based awards, performance cash awards and related benefits, including
stock options, both qualified incentive and non-qualified options, and stock
appreciation rights ("SARs"), may be awarded to Executive Officers, other key
employees of the Company and its subsidiaries, and Directors. Options were
awarded under the 1999 EIP in September of 1999 to the Executive Officers
named in the Summary Compensation Table as set forth in the table below:
Options/SAR Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Potential Realizable Value
at Assumed Annual Rates
of Stock Price Appreciation
Individual Grants for Option Term(3)
-------------------------------------------------------------------------- ----------------------------
(a) (b) (c) (d) (e) (f) (g)
% of Total
Options/SARs
Options/SARs Granted to Exercise
Granted(1) Employees in or Base Price Expiration
Name (#) Fiscal Year ($/Sh) Date(2) 5% ($) 10% ($)
- ---- ------------ ------------ ------------- ---------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Frank T. Curtin......... 100,000 12.7 2.375 9/29/09 149,360 378,510
Charles A. Junkunc...... -- -- -- -- -- --
Philip James............ 50,000 6.3 2.375 9/29/09 74,680 189,255
Antonio Aparicio........ 20,000 2.5 2.375 9/29/09 29,872 75,702
Andrew C. Genor......... 65,000 8.2 2.375 9/29/09 97,084 246,031
Edward D. DiLuigi....... 25,000 3.2 2.375 9/29/09 37,340 94,627
</TABLE>
- --------
(1) There were no SARs granted in 1999 to any of the Executive Officers named
in the table.
(2) The options granted expire on September 29, 2009 and may not be exercised
until the optionee is fully vested in the option on September 30, 2006,
excepting, however, that the option may be exercised prior to such vesting
date for up to one third of the option shares on each of the dates that
the average thirty-day
15
<PAGE>
closing share price of the Company's Class A common stock reaches $10.00,
$15.00, and $20.00, respectively, on the New York Stock Exchange or such
other exchange on which such shares are listed for trading.
(3) The potential realizable value represents future opportunity and has not
been reduced to present value in 1999 dollars. The dollar amount included
in these columns are the result of calculations at assumed rates set by
rules of the Securities and Exchange Commission for illustrative purposes,
and such rates are not intended to be a forecast of the common stock price
and are not necessarily indicative of the values that may be realized by
the named Executive Officer. The potential realized value is based on
arbitrarily assumed annualized rates of stock price appreciation of five
and ten percent over the full ten-year term of the options. For example in
order for the person named in the table who received options with an
exercise price of $2.375 per share to realize the potential values set
forth in columns (f) and (g), the price per share of the Company's Class A
Stock would have to be approximately $3.8686 and $6.1601, respectively
Aggregated Option Exercises and Fiscal Year-End Values
The following table summarizes the number of options held, the number of
options exercised during 1999, and the value of unexercised options held by
the named Executive Officers at fiscal year-end: No SARs have been granted to
any of the named Executive Officers.
Aggregated Options/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Option/SAR Values
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SARs at Options/SARs at
Fiscal Year-End (#) Fiscal Year-End ($)
----------------------- ---------------------
Shares
Acquired on Value Exercisable (E)/ Exercisable (E)/
Name Exercise(#) Realized ($) Unexercisable (U) Unexercisable (U)
- ---- ----------- ------------ ----------------------- ---------------------
(E) (U) (E) (U)
----------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Frank T. Curtin......... None -- 200,000 180,000 -- --
Charles A. Junkunc...... None -- 65,000 50,000 -- --
Philip James............ None -- 25,000 125,000 -- --
Antonio Aparicio........ None -- 58,000 50,000 -- --
Andrew C. Genor......... None -- -- 90,000 -- --
Edward D. DiLuigi....... None -- 15,000 65,000 -- --
</TABLE>
Retirement Plans
Senior Executive Supplemental Umbrella Pension Plan. The Board of Directors
of the Company in May of 1998 ratified action taken by the Compensation and
Nominating Committee of the Board (the "Committee") on February 13, 1998,
approving the Senior Executive Supplemental Umbrella Pension Plan (the
"Umbrella SERP"). The Umbrella SERP is designed to provide key senior
executives selected by the Committee with retirement benefits which, together
with the annuitized value of their benefits under the Company's Employee Stock
Ownership and Profit Participation Plan ("ESOP"), Savings and Retirement Plan
("SARP") and Supplemental Executive Retirement Plan ("SERP"), plus Social
Security benefits, will deliver an annuity equal to a percentage (determined
by the Committee) of the Executive's final average pay (as defined). The
portion of SARP benefits attributable to the Executive's own savings or
deferrals (or matching contributions and credits) are disregarded in this
computation. For purposes of determining any offset for ESOP and SARP
benefits, the value of the Executive's accounts in those two plans is assumed
to have grown from January 1, 1998 at a rate equal to the Merrill Lynch
Government Master Treasury Bond Index (Ten Plus Years) rate as from time to
time in effect.
16
<PAGE>
Final average pay under the Umbrella SERP is defined as the aggregate of
the following amounts, in each case based on the highest three-year average
for such amount determined over the ten-year period preceding the
determination date: base salary, annual or special bonuses, employer
contributions to SARP, Company matching contributions to the SARP, allocations
of contributions under the ESOP, and retirement credits under SERP. Full
benefits are payable upon retirement at or after age 65 with at least five
years of service or at or after age 60 with at least ten years of service.
Reduced benefits are payable in the event of termination after age 55 with at
least five years of service. Benefits are also payable upon a change in
control, with credit given for any period of severance entitlement under a
management change-in-control agreement with the Executive (whether or not the
Executive's employment has been terminated) and without regard as to whether
the Executive has five years of service. Initially benefits under the Umbrella
SERP were payable as an annuity with survivor benefits to the Executive's
spouse or in any of the following actuarially equivalent forms: a single life
annuity, a 50% joint and survivor annuity, three equal annual installments or
a single lump sum payment. In February 2000 the Board of Directors approved an
amendment to the Plan modifying the payment distribution provisions including
distributions with respect to participants whose employment with the Company
has terminated prior to the effective amendment date as permitted by the Plan.
The amendment eliminates the three annual installment and lump-sum payment
options and provides, in addition to retaining the other options, that payment
may be made in cash annually over a period of five years or such other period
as permitted by the administrator of the Plan. The participating Executive may
elect the form of payment subject to certain advance-election requirements
specified in the Umbrella SERP. Messrs. Curtin, James, Genor, and DiLuigi
participate in the Umbrella SERP and will receive retirement benefits at the
following percentages of 60%, 55%, 50%, and 50%, respectively, of their final
average pay (as defined), which based on current actuarial calculation and in
accordance with the Plan provisions, would (if this payment was selected by
the participant) yield annual lifetime post-retirement benefits at age 65 of
approximately $363,304; $179,037; $126,373; and $128,248, respectively. Mr.
Junkunc, whose employment with the Company terminated in December 1999, was
vested in the Umbrella SERP at the time of his leaving the Company. Under the
terms of the Plan as amended through February 2000, Mr. Junkunc's accrued
vested benefit of $2,118,583 will be distributed to him in quarterly
installments over five years with interest as provided in the Plan.
The Umbrella SERP was adopted in 1998 in conjunction with 1998 amendments
to the LTDCIP and the SERP and the adoption of an Executive Officer Stock
Ownership Policy. That Policy requires that senior executives of the Company
designated by the Committee, and including all participants in the Umbrella
SERP, own shares of stock of the Company (including shares deemed to be owned
under certain circumstances) having a market value equal, at the date of
calculation of accrued credits under the LTDCIP, to three times (for the CEO)
and two times (for other executives) the amount of their base salary. Until
such levels are achieved, the LTDCIP provides that any amounts annually
credited to such executives under the LTDCIP shall be notionally invested in
shares of stock of the Company as specified in the LTDCIP.
Supplemental Executive Retirement Plan. The Company maintains a non-
qualified Supplemental Executive Retirement Plan ("SERP") designed to permit
certain eligible employees to defer, on an elective basis, up to 50% of
salary, as well as automatic deferral of elective contribution amounts that
could have been saved under the Company's Savings and Retirement Plan but
which were reduced because of applicable tax limitations. In addition the SERP
provides for Company credits designed to make up for Company contributions
that would have been made to the Savings Plan or the ESOP but for such tax
limitations. Participant accounts are maintained on the books of the Company
on an unfunded basis, although the Plan permits the establishment of a grantor
trust or another funding medium to fund the future payment of benefits, and
reflect deferrals and credits including interest earned from market-based
investment alternatives available to Participants. Subject to such limitations
as the Board of Directors may impose, Participants may elect from several
options the manner in which their SERP accounts will be distributed, so long
as the election is made prior to the period for which the deferrals or other
Company credits are made. However, in the event of death or upon a change in
control (as defined) of the Company, a Participant's entire interest under
SERP becomes immediately due and payable in a lump sum. Mr. Curtin and three
of the named Executive Officers participate in the SERP, and Company
contributions made to their SERP accounts in 1998 are referenced in the
respective footnotes to the Summary Compensation Table.
17
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Mr. Junkunc, whose employment with the Company terminated in December 1999,
has elected to receive his accrued vested SERP account in a lump-sum payment
in the amount of $129,030.
Foreign Retirement Plan. Brown & Sharpe Tesa S.A., a Swiss corporation
("Tesa"), one of the Company's principal foreign subsidiaries, maintains a
defined contribution retirement plan required by Swiss law, pursuant to which
benefits accrue on behalf of Mr. Aparicio annually in an amount equal to a
percentage (based on his age and salary) of annual compensation and under
which interest accrues on accrued benefit amounts at a compound annual rate of
4%. Mr. Aparicio has been a participant in this plan since 1972. Upon
retirement he is entitled to receive an annual pension in an amount equal to
7.2% of the total accrued benefits, and the estimated annual pension payable
upon retirement at normal retirement age (age 65) under such plan in an amount
equivalent to $100,419. In addition, Tesa sponsors a separate defined
contribution plan covering Mr. Aparicio and other key employees pursuant to
which Mr. Aparicio is eligible to receive a lump-sum payment upon retirement.
The estimated lump sum payable to Mr. Aparicio upon retirement under this
sponsored plan at normal retirement age is an amount equivalent to $383,001.
(U.S. Dollar amounts converted at the average monthly exchange rate for the
1999 year of $.6390 per Swiss Franc.)
Employment, Severance, and Other Agreements
Employment Agreements. Mr. Frank T. Curtin entered into an Employment
Agreement on May 2, 1995 with the Company providing for a three-year term of
employment in the capacity of President and Chief Executive Officer, which
Agreement has been extended by amendments and was most recently amended in
1999 to extend the term of employment for one additional year ending May 1,
2000. The Agreement provides for (i) an annual base salary of $425,272 for
1999 subject to increases at the discretion of the Board of Directors; and
(ii) annual cash incentive bonuses in an amount not to exceed the maximum
amount permitted under the PIP with all or a portion thereof to be "earned
out" and subject to achievement of objectives determined by the Compensation
Committee of the Board (See Compensation Committee Report); and (iii)
participation in other executive employee benefits. The Agreement provides
that the Company may terminate his employment for a reason other than death,
disability, or for cause (as defined in the Agreement) subject, however, to
continuation of his base salary and benefits for the unexpired term remaining
under the Agreement, but in any event not less than twelve months. No salary
or benefits are continued if the employment is terminated by the Company for
cause or upon death or disability. In addition Mr. Curtin has the right under
the Agreement to terminate his employment following a Change-of-Control of the
Company (as defined in the Agreement) in the event his position or job
responsibilities change or the compensation and benefits reserved to him in
the Agreement are not provided, and in such event the terms of a Change-in-
Control agreement between him and the Company will determine his severance
benefits.
The Company had a severance agreement with Charles A. Junkunc, Executive
Vice President, Strategic Development and formerly Vice President and Chief
Financial Officer, who joined the Company on May 4, 1992, whose employment
with the Company terminated in December 1999. The agreement provided for
payment of a one year severance amount equal to his annual salary in effect at
the time of termination, plus an amount equal to the average of the annual
bonus payments received by him during the three calendar years prior to
termination and to continue his life and health insurance benefits for the one
year severance period in the event his employment with the Company is
terminated for any reason by the Company (except for cause) or by him. The
agreement also provided that Mr. Junkunc will furnish consulting services to
the Company during the one year severance period as may be reasonably agreed
and offsets against the severance payments to be made by the Company for any
income received by Mr. Junkunc from other full time employment during the
severance period.
The Company entered into Employment Agreements on January 3, 2000 with
Messrs. James and DiLuigi, which provide each Executive with a two (2) year
term of employment ending December 31, 2002 at their current annual base
salaries, which are to be reviewed by the Board of Directors annually. The
agreements also provide that upon termination by the Company of their
employment without cause, prior to expiration of their terms of employment,
the Company will pay them a severance amount of one year's annual base salary
in monthly installments, subject to a one year non-compete covenant. Both
Employment Agreements provide that upon the
18
<PAGE>
occurrence of a change in control of the Company, they are cancelled and
terminated and superceded by the change-in-control agreements referred to
below.
The Company's Swiss subsidiary, Brown & Sharpe Tesa S.A., has an employment
agreement with Antonio Aparicio entered into in October 1995 which provides
payment of a severance amount to Mr. Aparicio upon termination of employment
equal to the salary paid to him during the twelve-month period prior to the
effective date of termination.
Change-in-Control Agreements. The Company also has a change-in-control
management agreement, dated August 31, 1999, with Mr. Curtin, which provides
for certain payments and benefits to Mr. Curtin upon termination of his
employment by the Company without cause or termination by Mr. Curtin for good
reason (as defined), in the event either such termination occurs after a
change in control in the Company (as defined). In general, Mr. Curtin would be
entitled to a severance payment of an amount equal to twice the sum of his
base salary and bonus at the highest levels during the five-year period then
preceding a change in control or termination, an additional severance payment
equal to the annual levels in effect prior to the change in control (or
termination), of the contributions, credits, and other benefits that Mr.
Curtin was receiving under the Company's various retirement and long-term
incentive plans and the continuation for a two-year period of the Company's
health and life insurance benefits at the levels in effect immediately prior
to the change in control or termination. These payments and benefits will be
reduced to the extent necessary to preserve their deductibility to the Company
for federal income tax purposes and to avoid imposition of any "excess
parachute payment" taxes under the Internal Revenue Code. Termination by Mr.
Curtin for good reason after a change in control includes a reduction by the
Company in Mr. Curtin's base salary or the Company's failure to continue the
compensation, retirement, and benefit plans at the levels at which Mr. Curtin
was participating immediately prior to the change in control, the assignment
of duties inconsistent with his status as a Chief Executive Officer, or other
adverse alteration in the nature or status of his responsibilities.
The Company has "change-in-control" management agreements providing for the
same level of benefits upon specified terminations of employment upon a change
in control of the Company for the other Executive Officers named in the
Summary Compensation Table.
ITEM 2.
RATIFICATION OF APPOINTMENT
OF
INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed Ernst & Young LLP, who has acted as
the Company's independent accountants since January 1, 1995, as the Company's
independent accountants for fiscal year 2000, subject to approval by the
stockholders. In the event the stockholders do not ratify the selection of
Ernst & Young LLP, the Board of Directors will consider the selection of
another accounting firm to serve as the Company's independent accountants.
Neither Ernst & Young nor any of its partners have any direct or indirect
financial interest in or any connection (other than as independent auditor)
with the Company or any subsidiary. Representatives of Ernst & Young LLP will
be present at the Annual Meeting with the opportunity to make a statement if
they desire to do so and to respond to appropriate questions from
stockholders.
The Board of Directors unanimously recommends a vote FOR the proposal to
appoint Ernst & Young LLP as the Company's independent accountants for the
2000 fiscal year.
19
<PAGE>
GENERAL INFORMATION
Voting of Proxies
Each valid proxy in the enclosed form that is received by the Company will
be voted by the persons named therein. All shares represented by the proxy
will be voted FOR the election of the Board's nominees named herein as
Directors unless the stockholder specifies otherwise or authority to vote for
the proposed slate of Directors or any individual Director has been withheld.
If for any reason any of such nominees should not be available as a candidate
for Director, the proxies will be voted for such other candidate or candidates
as may be nominated by the Board of Directors. With respect to the proposal to
ratify the appointment of Ernst & Young LLP as the Company's independent
accountants, all shares represented by a proxy will be voted FOR such
proposal, unless the proxy specifies that it should be voted against the
proposal or not voted at all. Management knows of no other business to come
before the meeting. If any other matter should come before the meeting, then
the persons named in the enclosed form of proxy will have discretionary
authority to vote all proxies with respect thereto in accordance with their
judgment.
Consistent with Delaware law and as provided under the Company's By-Laws,
the holders of shares entitled to cast a majority of the votes entitled to be
cast on a particular matter, present in person or represented by proxy,
constitutes a quorum as to such matter. Votes cast by proxy or in person at
the Annual Meeting will be tabulated by persons appointed by the Board of
Directors to act as Judges of Election for the meeting as provided by the
Company's By-Laws.
The three nominees for election as Directors at the Annual Meeting who
receive the greatest number of votes properly cast for the election of
Directors shall be elected Directors. A majority of the votes properly cast on
the matter is necessary to approve the action proposed in Item 2, as well as
any other matter which comes before the Annual Meeting, except where
applicable law or the Company's Certificate of Incorporation or By-Laws
require otherwise.
The Judges of Election will count the total number of votes cast FOR
approval of proposals, other than the election of Directors, for purposes of
determining whether sufficient affirmative votes have been cast. The Judges of
Election will count shares represented by proxies that withhold authority to
vote for a nominee for election as a Director or that reflect abstentions and
"broker non-votes" (i.e., shares represented at the Annual Meeting held by
brokers or nominees as to which (i) instructions have not been received from
the beneficial owners or persons entitled to vote and (ii) the broker or
nominee does not have the discretionary voting power on a particular matter)
only as shares that are present and entitled to vote on the matter for
purposes of determining the presence of a quorum, but neither abstentions nor
broker non-votes will have any effect on the outcome of voting on the matter.
Registered shareholders can vote their shares via (i) a toll-free telephone
call from the U.S. and Canada; (ii) the internet; or (iii) by mailing their
signed Proxy Card. The telephone and internet voting procedures are designed
to authenticate shareholders' identities, to allow shareholders to vote their
shares and to confirm that their instructions have been properly recorded.
Specific instructions to be followed by any registered shareholder interested
in voting via telephone or the internet are set forth on the enclosed Proxy
Card. Stockholders who hold their shares in street name will need to contact
their broker or other nominee to determine whether they will be able to vote
by telephone or electronically.
For SARP and ESOP Participants
For participants in the Brown & Sharpe Savings and Retirement Plan and the
Brown & Sharpe Savings and Retirement Plan for Management Employees (together
the "SARP"), the accompanying proxy card indicates the number of shares of
Class A Stock and Class B Stock held in your participant's account under the
symbols SPA and SPB, respectively. When a participant proxy card is returned
properly signed, Putnam Fiduciary Trust Company ("Putnam Trust"), the Trustee
of the shares of Class A and Class B Stock held in the SARP, will vote
20
<PAGE>
the participant's shares held in the SARP in the manner directed by the
participant, or if the participant makes no directions, Putnam Trust will vote
the participant's shares on those matters presented to the stockholders in
proportion to instructions received from all participants voting.
For participants in the Brown & Sharpe Employee Stock Ownership and Profit
Participation Plan (the "ESOP") the accompanying proxy card indicates the
number of shares of Class A Stock and Class B Stock held in the ESOP and
allocated to the participant's account under the symbols ESA and ESB,
respectively. When an ESOP participant's proxy card is returned properly
signed, Putnam Trust, the ESOP record keeper will tabulate and report the
aggregate voting instructions received to the ESOP Trustees, Messrs. Frank T.
Curtin, Andrew C. Genor, and Edward D. DiLuigi, (the "ESOP Trustees") who will
then vote the aggregate ESOP shares voted in the manner directed by ESOP
participants on the matters presented to the stockholders. The ESOP Trustees
will vote ESOP shares for which no instructions are received from ESOP
participants on the matters presented in proportion to instructions received
from ESOP participants voting. All individual voting instructions of
participants in the SARP and ESOP will be held in confidence.
Solicitation of Proxies
The entire expense of solicitation of proxies will be borne by the Company.
The Company has engaged the services of Corporate Investor Communications,
Inc., 111 Commerce Road, Carlstadt, New Jersey 07072 to assist in the
solicitation of proxies for a fee not to exceed $5,500 plus reasonable out-of-
pocket expenses. In addition to the solicitation of proxies by mail,
Directors, officers, and employees of the Company may solicit in person, by
telephone, facsimile, or telegram. The Company will reimburse persons holding
stock for others in their names or in nominee names for their reasonable
expenses in sending soliciting material to the beneficial owners of common
stock.
Stockholder Proposals for the Year 2001 Annual Meeting
All stockholder proposals intended to be submitted at the Company's 2001
Annual Meeting must be received by the Secretary of the Company on or before
November 17, 2000 in order to be considered for inclusion in the Company's
proxy materials for the year 2001 Annual Meeting.
In the absence of a by-law requiring advance notice for additional
nominations or proposals by stockholders for presentation at the Year 2001
Annual Meeting, the persons named as proxies in the year 2001 form of proxy
will be entitled to vote in their discretion on all such matters that are not
received by the Company by March 14, 2001.
Important Notice
No matter how small your holdings, if you do not plan to attend the meeting
in person, you are respectfully requested to complete, sign, date, and return
the accompanying Proxy in the enclosed, post-paid envelope at your earliest
convenience.
By Order of the Board of Directors,
James W. Hayes, III
Secretary
North Kingstown, Rhode Island 02852
March 31, 2000
21
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SKU # 0660-PS-00
<PAGE>
- -------------------------------------------------------------------------------
DETACH HERE
PROXY
BROWN & SHARPE MANUFACTURING COMPANY
PROXY FOR CLASS A COMMON STOCK AND CLASS B COMMON STOCK
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
APRIL 28, 2000
The undersigned appoints each of Russell A. Boss, Howard K. Fuguet and John
M. Nelson, proxies with power of substitution to vote for the undersigned at the
Annual Meeting of Stockholders called for Friday, April 28, 2000, at 10:00 A.M.,
at Precision Park, 200 Frenchtown Road, North Kingstown, Rhode Island, and at
any adjournments, all shares of stock which the undersigned would be entitled to
vote if present in accordance with their judgment upon any matters that may
properly come before said meeting and to vote as specified on the reverse.
A majority of the proxies present and acting at the meeting in person or by
substitute (or if only one shall be so present, then that one) shall have and
may exercise all of the power and authority of said proxies hereunder. The
undersigned hereby revokes any proxy previously given and acknowledges receipt
of the Notice of Annual Meeting and Proxy Statement pertaining to the aforesaid
meeting and a copy of the Company's Annual Report for the year ended
December 31, 1999.
Your Shares of Class A Stock and Class B Stock, including those if a
Participant in the SARP and ESOP, on the reverse side are designated "CLA",
"CLB", "SPA", "SPB", and "ESA", "ESB" respectively.
To approve the Board of Directors' recommendations, simply sign and date
the back. You need not mark any boxes.
___________ ___________
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
___________ ___________
<PAGE>
- ----------------- -----------------
Vote by Telephone Vote by Internet
- ----------------- -----------------
It's fast, convenient, and immediate! It's fast, convenient, and
Call Toll-Free on a Touch-Tone Phone your vote is immediately confirmed
1-877-PRX-VOTE (1-877-779-8683) and posted.
- ------------------------------------ ------------------------------------
Follow these four easy steps: Follow these four easy steps:
1. Read the accompanying Proxy 1. Read the accompanying Proxy
Statement/Prospectus and Statement/Prospectus and
Proxy Card. Proxy Card.
2. Call the toll-free number 2. Go to the Website
1-877-PRX-VOTE (1-877-779-8683) http://www.eproxyvote.com/bns
3. Enter your 14-digit Control Number 3. Enter your 14-digit Control Number
located on your Proxy Card above located on your Proxy Card above
your name. your name.
4. Follow the recorded instructions. 4. Follow the instructions provided.
- ------------------------------------ ------------------------------------
Your vote is important! Your vote is important!
Call 1-877-PRX-VOTE (1-877-779-8683) Go to http://www.eproxyvote.com/bns
anytime! anytime!
Do not return your Proxy Card if you are voting by Telephone or Internet
- --------------------------------------------------------------------------------
DETACH HERE
[X] Please mark
votes as in
this example.
1. Election of Directors: To fix the number of Directors at nine and to
elect three Directors as set forth in the Proxy Statement. Class A Stock may
be voted for Messrs. Kermes, Curtin and Donnelly and Class B Stock may be
voted only for Messrs. Curtin and Donnelly as indicated below. Holders of
Class A Stock and Class B Stock who wish to provide instructions should vote
such class of stock in the space indicated below.
Class A Stock Class B Stock
(01) Kermes, (02) Curtin and (03) Donnelly (04) Curtin and (05) Donnelly
FOR WITHHELD FOR WITHHELD
ALL FROM ALL ALL FROM ALL
NOMINEES [_] NOMINEES [_] NOMINEES [_] NOMINEES [_]
For, except vote withheld from the For, except vote withheld from
nominee(s) below: the nominee(s) below:
[_] [_]
------------------------------- -----------------------------
FOR AGAINST ABSTAIN
2. To ratify the appointment
of Ernst & Young LLP as
the Company's independent [_] [_] [_]
accountants for the
fiscal year ending
December 31, 2000.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [_]
This proxy when properly executed will be voted in
the manner directed herein. If no direction is made,
this proxy will be voted FOR the election of the
nominees indicated and FOR proposal 2.
Note: When signing as Executor, Administrator,
Trustee, Guardian, etc., add full title. (Sign
exactly as name appears on this card.)
Signature: Date:
------------------------------- -------------
Signature: Date:
------------------------------- -------------
