CACI International Inc
1100 North Glebe Road
Arlington, Virginia 22201
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement is being furnished in connection with the
solicitation of proxies by the Board of Directors of CACI International Inc
(the "Company") to be used at the Annual Meeting of Stockholders (the "Annual
Meeting") of the Company to be held on November 15, 1995. This Proxy
Statement is being mailed on or about October 6, 1995. The presence of a
stockholder at the Annual Meeting or any adjournment thereof will not
automatically revoke such stockholder's proxy. However, any stockholder
furnishing a proxy has the power to revoke it by furnishing written notice to
the Secretary of the Company, by delivery to the Company of a proxy bearing a
later date, or by voting in person at the Annual Meeting. A proxy card is
enclosed for your use in connection with the Annual Meeting. The shares
represented by each properly signed and returned proxy will be voted in
accordance with the instructions marked thereon or, in the absence of
instructions, the proxy will be voted:
FOR the Board of Directors' nominees for election to the Company's Board
of Directors; and FOR the ratification of the appointment of Deloitte & Touche
LLP as independent auditors.
The Board does not expect that any matters other than those set forth in
the Notice of the Annual Meeting will be brought before the Meeting. If any
other matters properly come before the Meeting, the persons named in the
accompanying proxy will vote the shares represented by all properly executed
proxies on such matters in accordance with their judgment.
The close of business on September 25, 1995, has been fixed as the record
date for the determination of the stockholders entitled to notice of and to
vote at the Meeting. At the close of business on September 25, 1995, the
Company had 10,099,163 shares of Common Stock outstanding.
<PAGE>
page 2
ELECTION OF DIRECTORS
Eight (8) directors are to be elected to hold office until the next
Annual Meeting of Stockholders or until their respective successors are
elected. The affirmative vote of the holders of a majority of the shares
entitled to be present or represented and to vote at the Annual Meeting will
be required to elect each of the nominees.
Unless authority is withheld or a vote is abstained on the proxy card,
the persons named in the accompanying proxy will vote the shares of Common
Stock represented by the proxy FOR the election of the eight nominees listed
below. Consistent with the Company's Charter and pursuant to corporation law
of the State of Delaware, the total votes received, including abstentions,
will be counted for purposes of determining a quorum. Broker non-votes will
be counted towards determining a quorum but will not be counted as voting for
any candidate. All of the nominees are currently members of the Board of
Directors (the "Board"). The Company has no reason to believe that any of the
nominees will be unable or unwilling to serve. In the event that any nominee
is not available or should decline to serve, the persons named in the proxies
will vote for the others and will vote for such other person(s) as they, in
their discretion, may decide.
NOMINEES
Listed below are the nominees for director, with information showing the
age of each, the year each was first elected as a director of the Company, and
the business affiliation of each. Seven (7) of the eight (8) nominees are
outside directors.
Outside Directors
- -----------------
Paul J. Coleman, Jr., 63. Director of the Company since 1990. Director of
the National Institute for Global Environmental Change, University of
California, and Professor of Space Physics, University of California at Los
Angeles. President, Chief Executive Officer and Trustee, Universities Space
Research Association; Outside Director, Lasertechnics, Inc. (manufacturer of
laser printers and industrial laser marking machines), Applied Electron
Corporation (producer of solid state sensors), and Fairchild Space and Defense
Corporation (space and defense systems, subsystems, and services); Co-Founder
and former Director, University Technology Transfer, Inc.; Trustee: American
Technology Initiative, Inc., and International Small Satellite Organization.
Appointed to National Commission on Space by President Reagan in 1985, and to
Space Policy Advisory Board by Vice President Quayle in 1991. Consultant to
major aerospace and technology organizations in government and industry.
Awarded Exceptional Scientific Achievement Medals by NASA for contributions to
the exploration of the solar system (1972) and the moon (1976). Ph.D., space
physics, UCLA.
Alan S. Parsow, 45. Director of the Company since 1993. Private investor.
General Partner, Parsow Partnership, Ltd. (investments), 1987-present.
General Partner, Elkhorn Partners Limited Partnership (investments), 1989-
present. Vice President, Parsow's Fashions For Men (retailing), 1987-present;
Director, Republic Funds (mutual fund), 1984-present. Former Director,
Campbell Resources, Orange Co., and National Lampoon.
<PAGE>
page 3
Larry L. Pfirman, 49. Director of the Company since 1993. Private investor.
Founder, Chairman, and Chief Executive Officer, Tara Lee Sportswear, Inc.
(clothing manufacturer), 1978-present. Founder and Chairman, Spectro Knit
Mfg. Co. (clothing manufacturer), 1978-present.
Warren R. Phillips, 54. Director of the Company since 1974. Executive Vice
Chairman, Chief Executive Officer and Secretary/Treasurer, Moscow/Maryland,
Inc. (formerly, Soviet American Venture Initiatives (US-USSR); Executive Vice
President and Vice Chairman, GETF (environmental technology); University of
Maryland, Professor and other senior posts, 1974-present. Consulting in
National Defense, Political Sciences, Information Systems, Foreign Affairs,
International Relations, Simulation and Crisis Management, Quantitative
Analysis: Department of State, Department of Defense, Arms Control and
Disarmament Agency, Maryland State Legislature, USAID, IBM, Ford Foundation,
Bendix Corporation, RAND Corporation, Arthur Young. Ph.D., University of
Hawaii-Political Sciences.
Charles P. Revoile, 61. Director of the Company since 1993. Private investor.
Legal and business consultant, 1992-present. Senior Vice President, General
Counsel and Secretary, CACI International Inc, 1985-1992 (retired 1992). Vice
President and General Counsel, Stanwick Corporation, 1971-1985.
William K. Sacks, 42. Director of the Company since 1993. Self-employed,
business consultant, 1991 to present. Senior Vice President and Chief
Financial Officer, Security Pacific Merchant Bank (financial services), 1989-
1991. Senior Vice President and Chief Financial Officer, First Interstate
Investment Services, Inc. (investment management), 1985-1989.
John M. Toups, 69. Director of the Company since 1993. Outside Director,
Halifax Corporation, NVR, Inc., and Telepad Corporation. Chairman of the
Board and Chief Executive Officer, The National Bank of Washington and
Washington Bancorp, 1990. President and Chief Executive Officer, PRC, Inc.,
1978-1987, Chairman and Chief Executive Officer, PRC, Inc., 1985-1987.
Trustee and former President of the Board of Trustees, George Mason University
Foundation. Trustee and former President, Northern Virginia Health System
Foundation Board of Trustees. Director and past President, Professional
Services Council Board of Directors. Past Director, PRC, Inc., Emhart
Corporation, Washington Bancorp, Washington Gas Light Company, and Guest
Services.
Management Director
- -------------------
Dr. J.P. London, 58. Chairman of the Board, President and Chief Executive
Officer. Elected Chairman, April 1990. Director of the Company since 1981.
Joined CACI 1972, developed the firm's extensive work in advanced information
systems, systems engineering and logistics sciences. Vice President 1975,
Senior Vice President 1977, Executive Vice President 1979, Operating Division
President 1982, President and CEO 1984. B.S., U.S. Naval Academy,
Engineering; M.S., U.S. Naval Postgraduate School-Operations Research;
Doctorate, George Washington University, Business Administration, conferred
"with distinction".
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Company's Board held six meetings during the fiscal year ended June
30, 1995. Each director, while acting as director, attended at least 75% of
<PAGE>
page 4
the total number of meetings held by the Board and committees of the Board on
which he served.
The Board had a Compensation Committee, an Executive Committee, an Audit
Committee, and an Investor Relations Committee during fiscal 1995.
During fiscal 1995, the Compensation Committee consisted of Directors
Coleman, Pfirman, Sacks and Toups. The Compensation Committee administers the
Company's 1986 Employee Stock Incentive Plan, determines the benefits to be
granted to key employees thereunder, and is responsible for determining and
making recommendations to the Board of Directors regarding compensation to be
paid to officers of the Company. The Compensation Committee met six times
during fiscal 1995. A report of the Compensation Committee regarding
executive compensation appears in this Proxy Statement.
During fiscal 1995, the Executive Committee was composed of Directors
London, Parsow, Pfirman, Phillips and Toups. The Executive Committee, which
met on four occasions during fiscal 1995, is responsible for providing Board
input and authorization necessary in the interim between full Board meetings,
and for identifying those items which merit consideration or action by the
entire Board.
During fiscal 1995, the Audit Committee consisted of Directors Pfirman,
Phillips, Revoile and Sacks. The Audit Committee is responsible for
overseeing and reviewing the Company's financial information which will be
provided to stockholders and others, the system of internal controls
established by management and the Board of Directors, and the annual audit
conducted by the independent accountants. The Audit Committee met four times
during fiscal 1995.
The Investor Relations Committee determines and oversees the Company's
investor relations program and reviews the Company's shareholder profile. The
Investor Relations Committee, composed of Directors Coleman, Parsow and
Revoile, met on four occasions during fiscal 1995.
<PAGE>
page 5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table provides information as of August 31, 1995, with
respect to beneficial ownership of the Company's Common Stock held by each
person known by the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock.
Amount of Beneficial
Ownership of Percent of Common
Beneficial Owner Common Stock Stock <F1>
- ------------------------------------------------------------------------------
Dr. J.P. London 937,375 <F2> 9.3%
1100 North Glebe Road
Arlington, VA 22201
Parsow Partnership, Ltd. 1,047,000 <F3> 10.4%
2222 Skyline Drive
Elkhorn, NE 68022
Larry L. Pfirman 876,400 <F4> 8.7%
601 Water Street
New Berlin, PA 17855
FMR Corp. 1,195,000 11.8%
82 Devonshire Street
Boston, MA 02109
- -----------------------------
[FN]
<F1> All options are treated as exercised for shares of Common Stock.
<F2> Includes shares issuable upon the exercise of options within the next
six months. Dr. London holds options for 198,500 shares of Common Stock,
which are included in the table.
<F3> According to a Form 4 statement filed by Alan S. Parsow, this includes
75,000 shares of Common Stock beneficially owned by Elkhorn Partners Limited
Partnership, which shares the same address as Parsow Partnership, Ltd., 2222
Skyline Drive, Elkhorn, Nebraska 68022. Alan S. Parsow is the General Partner
of both Parsow Partnership Ltd. and Elkhorn Partners Limited Partnership.
<F4> Includes 95,400 shares of Common Stock beneficially owned by Tara Lee,
Inc. Mr. Pfirman is the Chairman of the Board and Chief Executive Officer of
Tara Lee, Inc.
<PAGE>
page 6
The following table provides information with respect to beneficial
ownership for each executive officer, each director and nominee, and for all
executive officers and directors of the Company as a group.
Name of Beneficial Owner Amount of Beneficial Percent of
and Position Ownership of Common Stock Common Stock <F1>
- ------------------------------------------------------------------------------
Dr. J.P. London 937,375 <F2> 9.3%
CEO, Chairman and
Nominee
Joseph S. Annino 317,656 <F3> 3.1%
Executive Officer
Gregory R. Bradford 110,000 <F4> 1.1%
Executive Officer
Paul J. Coleman 963 * <F5>
Director and Nominee
Jeffrey P. Elefante 17,334 <F6> 0.2%
Executive Officer
Ray J. Oleson 256,357 <F7> 2.5%
Executive Officer
Alan S. Parsow 1,047,000 <F8> 10.4%
Director and Nominee
Larry L. Pfirman 876,400 <F9> 8.7%
Director and Nominee
Warren R. Phillips 14,000 <F10> 0.1%
Director and Nominee
Charles P. Revoile 27,300 <F11> 0.3%
Director and Nominee
William K. Sacks 1,000 *
Director and Nominee
Samuel R. Strickland 61,000 <F12> 0.6%
Executive Officer
John M. Toups 3,000 *
Director and Nominee
All Executive Officers and 3,669,385 36.3%
Directors as a Group
(13 in number)
- -------------------------
[FN]
<F1> All options are treated as exercised for shares of Common Stock.
<PAGE>
page 7
<F2> See Note 2 to the table of beneficial owners on page 5.
<F3> Includes 43,000 shares issuable upon the exercise of options which are
exercisable within the next six months.
<F4> Includes 60,000 shares issuable upon the exercise of options which are
exercisable within the next six months.
<F5> The asterisk (*) denotes that the individual holds less than one tenth
of one percent (0.1%) of Common Stock.
<F6> Includes 17,334 shares issuable upon the exercise of options which are
exercisable within the next six months.
<F7> Includes 215,000 shares issuable upon the exercise of options which are
exercisable within the next six months.
<F8> See note 3 to the table of beneficial owners on page 5.
<F9> See note 4 to the table of beneficial owners on page 5.
<F10> Includes 14,000 shares issuable upon the exercise of options which are
exercisable within the next six months.
<F11> Includes 27,300 shares issuable upon the exercise of options prior to
December 31, 2000.
<F12> Includes 50,000 shares issuable upon the exercise of options which are
exercisable within the next six months.
<PAGE>
page 8
Section 16(a) Reporting
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's officers and directors and persons who own more than 10% of a
registered class of the Company's equity securities to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
("SEC"). Such officers, directors and stockholders are required by SEC
regulations to furnish the Company with copies of all such reports that they
file.
Based solely on a review of copies of reports filed with the SEC and of
written representations by certain officers and directors, all persons subject
to the reporting requirements of Section 16(a) filed the required reports on a
timely basis.
<PAGE>
page 9
EXECUTIVE OFFICERS
The executive officers of the Company are Dr. J.P. London, Chairman of
the Board, President and Chief Executive Officer, and the following five
persons indicated in the table below. Executive officers are elected by the
Board of Directors and serve at the pleasure of the Board.
<TABLE>
<CAPTION>
Positions and Offices Principal Occupations,
Name, Age with the Company Past Five Years
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Joseph S. Chairman, CACI Products Company Chairman, CACI Products Company since
Annino, 62 October 1995; President, CACI Products
Company, 1988-1995.
Gregory R. President, Marketing Systems President, Marketing Systems Group since
Bradford, 46 Group; President and Managing since January 1994; President, CACI Limited
Director, CACI Limited since January 1994; Managing Director, CACI
Limited, 1986-present.
Jeffrey P. Senior Vice President, General Senior Vice President of the Company 1992-
Elefante, 49 Counsel and Secretary present; General Counsel and Secretary of
the Company 1992-present; Vice President,
1988-1992; Assistant General Counsel,
1987-1992.
Ray J. President and Chief Operating President and Chief Operating Officer, CACI,
Oleson, 51 Officer, CACI, Inc., CACI, INC.- Inc., CACI, INC.-COMMERCIAL, CACI Systems
FEDERAL, CACI Systems Integration Integration Inc, CACI, INC.-FEDERAL, and
Inc, CACI, INC.-COMMERCIAL, CACI Field Services, Inc., 1990-present;
CACI Field Services, Inc., and President, American Legal Systems Corp.,
American Legal Systems Corp. 1994-present.
Samuel R. Executive Vice President, Chief Executive Vice President, Chief Financial
Strickland, 45 Financial Officer, Treasurer, Officer, Treasurer, and Director of Business
and Director of Business Services of the Company, 1993-present;
Services Senior Vice President and Chief Financial
Officer of the Company, 1990-1993; Senior
Vice President and Chief Financial Officer
of C3, Inc., 1989-1990 (an integrator of
military and commercial hardware systems).
</TABLE>
<PAGE>
page 10
DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
Compensation of Directors
During fiscal 1995, directors who were not employed by the Company or any
of its subsidiaries were compensated as follows for their participation in
meetings of the full Board of Directors and its committees of which they were
members: <F1>
. Full Board: Three Thousand Seven Hundred Fifty Dollars ($3,750) per
quarter plus expenses to cover up to six (6) meetings of the Board during the
year.
. Audit Committee: One Thousand Five Hundred Dollars ($1,500) plus expenses
for each meeting attended.
. Compensation Committee: One Thousand Five Hundred Dollars ($1,500) plus
expenses for each meeting attended.
. Executive Committee: One Thousand Five Hundred Dollars ($1,500) semi-
annually plus expenses to cover up to six (6) meetings of the Executive
Committee during the year.
. Investor Relations Committee: One Thousand Five Hundred Dollars ($1,500)
plus expenses for each meeting attended.
During fiscal 1996, directors who are not employed by the Company or any
of its subsidiaries will be compensated on the same basis as in fiscal 1995
for their participation in meetings of the full Board and its committees of
which they are members.
Directors who are employees of the Company or one of its subsidiaries
receive no separate compensation for their services as directors, except for
reimbursement for expenses associated with attending meetings of the Board and
its committees.
- -------------------------
[FN]
<F1> Except for Larry L. Pfirman, who, as part of the terms of the settlement
of outstanding stockholder litigation, agreed to serve as Director without
payment of a fee until the second quarter of fiscal year 1995. Mr. Pfirman,
however, was reimbursed for his expenses of attendance at meetings of the
Board and its committees.
<PAGE>
page 11
Compensation of Executive Officers
The following table summarizes compensation paid by the Company and its
subsidiaries to Dr. London, the Company's Chairman, President and Chief
Executive Officer, and the four other most highly compensated executive
officers of the Company during fiscal year ended June 30, 1995, compared with
the two previous fiscal years.
Summary of Executive Officer Compensation
<TABLE>
<CAPTION>
Long Term Compensation
--------------------------------
Annual Compensation Awards Payouts
- -----------------------------------------------------------------------------------------------------------------------------
Other Other
Annual Restricted Annual
Compen- Stock LTIP Compen-
Name and Principal Fiscal Salary Bonus sation Award Options Payouts sation
Position Year $ $ $ $ # $ <F1> $ <F2><F3>
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J.P. London 1995 $200,000 $450,000 - - - N/A $70,062
CEO and 1994 200,000 250,000 - - - N/A 61,663
Chairman 1993 188,133 15,318 - - - N/A 49,741
R.J. Oleson 1995 $153,000 $345,665 - - 37,500 N/A $94,202
President and 1994 135,000 303,724 - - - N/A 42,666
Chief Operating 1993 135,000 26,778 - - - N/A 20,945
Officer, CACI, Inc.
G.R. Bradford 1995 $174,119 $ 67,340 $28,069 <F4> - 20,000 N/A $50,116
President and 1994 152,850 <F5> 267,367 75,000 <F6> - - N/A 50,059
Managing Director, 1993 161,307 65,451 75,000 - - N/A 51,515
CACI Limited
S.R. Strickland 1995 $147,500 $156,597 - - 10,000 N/A $26,297
Executive Vice 1994 147,500 104,503 - - 15,000 N/A 23,010
President/Chief 1993 147,500 20,787 - - - N/A 18,016
Financial Officer/
Treasurer/Director,
Business Services
J.P. Elefante 1995 $114,000 $146,597 - - 8,000 N/A $14,844
Senior Vice 1994 114,000 107,303 - - 9,000 N/A 20,012
President/General 1993 104,100 21,038 - - - N/A 18,928
Counsel/Secretary
</TABLE>
- -------------------------
[FN]
<F1> "LTIP" stands for Long-Term Incentive Plan. The Company does not
participate in an LTIP.
<F2> Other Annual Compensation in this column includes accrued vacation pay
in excess of amounts actually paid, amounts contributed under the Company's
<PAGE>
page 12
qualified and non-qualified pension plans, and amounts paid by the Company for
leased or owned automobiles.
<F3> Includes amounts contributed to both qualified and non-qualified pension
accounts.
<F4> Reimbursement was paid to Mr. Bradford (a U.S. citizen) for tuition
costs for Mr. Bradford's children while resident in the United Kingdom.
<F5> Mr. Bradford's compensation is partly paid in British pounds sterling
and is reported in this table in U.S. dollars at the average exchange rate in
effect during the fiscal year. This currency conversion causes Mr. Bradford's
reported salary to fluctuate from year-to-year because of the conversion of
pounds sterling to U.S. dollars.
<F6> A cost-of-living "expatriate" adjustment was paid to Mr. Bradford to
reflect the Company's requirement for Mr. Bradford's residence in the United
Kingdom.
<PAGE>
page 13
Stock Options
The table below contains information relating to stock options granted to
the executive officers named above.
Option Grants During Fiscal Year 1995
<TABLE>
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of
Stock Price Appreciation for
Individual Grants Option Term (until 12/31/2000)
- ---------------------------------------------------------------------------------------------------------------
% of Total
Options
Granted to
Options Employees Exercise
Granted in Fiscal Price Expiration
Name # <F1> Year (%) ($/Sh) <F2> Date 5% ($) <F3> 10% ($) <F3>
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
J.P. London 0 0 0 N/A N/A N/A
R.J. Oleson 25,000 $ 8.56 12/31/00 $79,950 $184,070
25.8 <F4>
12,500 $11.063 12/31/00 $42,620 $ 95,560
G.R. Bradford 20,000 13.7 $ 8.56 12/31/00 $63,960 $147,260
S.R. Strickland 10,000 6.9 $ 8.56 12/31/00 $31,930 $ 73,630
J.P. Elefante 8,000 5.5 $ 8.56 12/31/00 $25,590 $ 58,900
</TABLE>
- -------------------------
[FN]
<F1> Option grants are permitted under the Company's stockholder-approved
1986 Employee Stock Incentive Plan. Specific grants are determined by the
Compensation Committee of the Board of Directors, subject to the annual
limitations permitted under Section 422A of the Internal Revenue Code with
respect to Incentive Stock Options. The shares granted are in the form of
Non-Qualified Stock Options. The shares granted at $8.56 per share are
exercisable on July 1, 1997; the shares granted at $11.063 per share are
exercisable on June 15, 1998. All grants are exercisable until December 31,
2000, so long as the Grantee remains an employee of the Company. The options
will lapse if the Grantee leaves the Company before the exercise date or fails
to exercise the options within 60 days of leaving the Company after the
exercise date.
<F2> The exercise price of options granted under the Plan is equal to the
average of the high and low prices of the stock on the date of grant.
<F3> The potential realizable value of the options assumes option exercise on
December 31, 2000 and is calculated as the product of (a) the difference
between (i) the product of the per-share market price at the time of grant and
the sum of 1 plus the adjusted stock price appreciation rate (the assumed rate
of appreciation compounded annually over the term of the option) and (ii) the
<PAGE>
page 14
per-share exercise price of the option, and (b) the number of securities
underlying the grant at fiscal year-end. The assumed annual rates in this
column are suggested by the Securities and Exchange Commission. The actual
value, if any, that an executive may realize will depend on the excess of the
stock price over the exercise price on the date the option is exercised, so
that there is no assurance the value realized by an individual will be at or
near the value estimated in this column.
<F4> The options granted to Mr. Oleson (an aggregate of 37,500) are 25.8% of
the total options granted to employees during fiscal year 1995.
<PAGE>
page 15
Aggregated Option Exercises in Fiscal 1995,
and Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Shares Number of Value of Unexercised
Acquired Unexercised Options at In-the-Money Options at
on Value June 30, 1995 (#) June 30, 1995 ($)
Exercise Realized
Name (#) ($) <F1> Exercisable Unexercisable Exercisable Unexercisable
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
J.P. London 0 0 198,500 0 $1,983,812 $ 0
R.J. Oleson 0 0 140,000 122,500 1,347,725 875,112
G.R. Bradford 0 0 35,000 50,000 316,862 339,500
S.R. Strickland 0 0 25,000 40,000 225,950 294,400
J.P. Elefante 0 0 12,667 17,334 114,318 96,543
</TABLE>
- -------------------------
[FN]
<F1> Market value of underlying securities at exercise, minus the exercise
price.
<F2> The value of unexercised in-the-money options is calculated by
subtracting the exercise price from the market value of the Company's stock at
fiscal year-end (which was $12.25, based on the closing price of the Common
Stock as reported on the NASDAQ National market on June 30, 1995).
<PAGE>
page 16
Employment Agreement
On August 17, 1995, the Company entered into an employment agreement (the
"Employment Agreement") with Dr. J.P. London, the Chairman of the Board,
President and Chief Executive Officer of the Company. The purpose of the
Employment Agreement is to assure the Company of Dr. London's committed
services for a fixed period of time. The term of the Employment Agreement is
for one year with an automatic one-year extension each year. The Employment
Agreement provides for a salary of not less than Two Hundred Thousand Dollars
($200,000) per year to be set by the Board, and participation in any bonus,
incentive compensation, pension, profit-sharing, stock purchase and stock
option plans as well as annuity or group insurance, medical and other benefit
plans maintained by the Company for its employees. The Employment Agreement
also provides that the Company will reimburse business expenses incurred in
the performance of Dr. London's duties. The Employment Agreement restricts
Dr. London's right to compete with the Company or to offer employment to
Company employees following termination.
The Employment Agreement may be terminated by the Company in the event of
death, disability or for cause as determined by the Board. In the event of
termination for any other reason, except for the occurrence of a change of
control, the Employment Agreement provides that the Company will pay an amount
equal to eighteen (18) months of Dr. London's current base salary. In the
event of a termination within one year of the effective date of a change of
control, as defined in the Agreement, the Employment Agreement provides for a
termination payment equal to thirty six (36) months of Dr. London's current
base salary, as defined in the Agreement.
<PAGE>
page 17
COMPANY STOCK PERFORMANCE CHART
The following table shows how $100 invested as of June 30, 1990 in shares
of the Company's Common Stock would have grown during the five year period
ended June 30, 1995, as a result of changes in the Company's stock price,
compared with $100 invested in the Standard & Poor's 500 Stock Index, and in
the Standard & Poor's High-Tech Composite Index.
Comparison of Five Year Cumulative Total Return
CACI International Inc, S&P 500 Index, and S&P High-Tech Composite Index
June 30
Base --------------Index Returns---------------
Company/Index Name 1990 1991 1992 1993 1994 1995
- -----------------------------------------------------------------------------
CACI International Inc $100.00 $ 98.13 $140.74 $135.17 $251.85 $362.96
S&P 500 Index 100.00 107.40 121.80 138.40 140.35 176.94
High Tech Composite 100.00 94.11 99.90 116.68 126.36 205.59
<PAGE>
page 18
REPORT OF THE COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
Policies on compensation of the Company's executives are subject to the
oversight of the Compensation Committee of the Board. As noted above, the
members of the Compensation Committee during fiscal 1995 were Dr. Paul J.
Coleman, Jr., Larry L. Pfirman, William K. Sacks, and John M. Toups. Each
member of the Compensation Committee is a non-employee director.
Recommendations of the Compensation Committee relating to the compensation of
the Company's executive officers are subject to approval by the full Board.
However, decisions about awards to executive officers under the Company's 1986
Employee Stock Incentive Plan are made exclusively by the Compensation
Committee, in order for the grants or awards under such plan to satisfy Rule
16b-3 under the Securities Exchange Act of 1934, as amended.
Set forth below is the report submitted by the Board's Compensation
Committee for fiscal 1995 (the "Report"). This Report addresses the Company's
compensation policies for fiscal year 1995, as such policies affected (i) Dr.
London and (ii) Messrs. Annino, Bradford, Elefante, Oleson and Strickland, who
were the Company's executive officers (collectively, those six (6) executives
are referred to in this report as the "Executive Officers").
Compensation Policies Toward Executive Officers
The Compensation Committee's executive compensation policies are designed
to provide competitive levels of compensation that integrate compensation with
the Company's strategic and operational goals, reward above-average corporate
performance, recognize individual initiative and achievements, and assist the
Company in attracting and retaining highly-qualified executives. The Company
strives for fair but not excessive compensation of its Executive Officers.
Generally, Executive Officers' overall compensation levels are intended
to significantly reflect the Company's operating performance. In addition,
the overall compensation levels of Executive Officers are intended to be
competitive with other companies of a similar size in the Company's industry.
Also, Executive Officers' incentive compensation programs typically include
operating performance thresholds (or "cut" levels) below which either no bonus
or a significantly reduced bonus is paid.
The Compensation Committee believes that stock ownership by management
and stock-based compensation arrangements are beneficial as ways to align
management's interests and incentives with stockholders' interests toward the
enhancement of stockholder value. The Compensation Committee further believes
that stock option programs with future exercise dates are an effective means
to encourage key executives to remain with the Company. As a result, the
Compensation Committee has used stock-based elements in the Company's
compensation packages for its Executive Officers.
The Compensation Committee also has followed a practice of reviewing
cost-of-living and expatriate adjustments to certain Executive Officers for
whom extended overseas assignment has been a requirement. In fiscal year
1995, this practice affected Mr. Bradford, who received a school tuition
adjustment as a result of his residency in London, England. Mr. Bradford is
an Executive Vice President of the Company, and is President and Managing
Director of CACI Limited, a subsidiary of the Company in the United Kingdom,
and has been residing in England as a result of his Company assignment since
1984.
<PAGE>
page 19
Relationship of Company Performance to Executive Compensation
Compensation paid to the Company's Executive Officers in fiscal year
1995, as reflected in the Table included in this Proxy Statement, primarily
consisted of base salary and performance bonus. In addition, as reflected in
the aforesaid Table, the Compensation Committee approved stock options to
certain Executive Officers under the Company's 1986 Employee Stock Incentive
Plan (the "Stock Incentive Plan").
Measures of performance which are taken into account in determining the
Company's executive compensation include: (i) the Company's after-tax earnings
and related earnings per share, and (ii) target (derived from the fiscal year
operating plan approved by the Board of Directors) versus actual operating
performance, generally in terms of revenue and after-tax earnings. Subjective
considerations of individual performance are considered as well in
establishing executive compensation elements.
Bonus Arrangements
The Company's bonuses to its Executive Officers are based on both
objective and subjective performance criteria. Objective criteria include
accomplishment of specific strategic objectives, and also actual versus target
(derived from the fiscal year operating plan) operating performance, both as
to the Company as a whole and, for those Executive Officers in charge of an
operating unit, as to the officer's particular operating unit. Target
operating objectives utilized for purposes of determining bonuses (including
revenue and profit quotas) are based on business plans developed by the
individual Executive Officers under the supervision of the Chief Executive
Officer, subject to review and approval by the Compensation Committee and by
the Company's full Board of Directors.
Subjective performance criteria encompass evaluation of each Executive
Officer's initiative and contribution to overall corporate performance apart
from quantitative financial performance, the officer's managerial ability, and
the officer's performance and effort on special projects or in pursuit of
strategic objectives that the officer may have undertaken. Performance under
these subjective criteria was determined at or close to the end of fiscal year
1995 after discussions among the members of the Compensation Committee and,
for all Executive Officers other than Dr. London, after discussions with the
Chief Executive Officer.
Executive Officers' 1995 target amounts, and related incentives, were
established early in the fiscal year following a review of compensation to
ascertain the compensation levels which were necessary or desirable to
maintain the Company's compensation structure on a competitive basis with
others in the industry, and to provide appropriate incentives for achieving
desired Company performance.
Stock Incentive Plan
The Company's Stock Incentive Plan is another incentive component of the
Executive Officers' fiscal 1995 compensation package. The Stock Incentive Plan
is intended to advance the Company's interests by providing key employees who
have substantial responsibility for corporate management and growth with
additional incentives through the acquisition of Company securities, thereby
increasing the personal stake of these key employees in the success of the
<PAGE>
page 20
Company and encouraging them to remain in the employ of the Company and its
subsidiaries.
The Stock Incentive Plan is overseen by the Board's Compensation
Committee. In addition to meetings at which the other responsibilities of the
Compensation Committee are addressed, the Compensation Committee meets at
least twice each fiscal year, and at other times if it chooses or at the
request of the Chief Executive Officer, to designate eligible employees, if
any, to participate under the Stock Incentive Plan and the type, amount, and
dates of any grants to be made. The Compensation Committee determines
specific grants, subject to the annual limitations permitted under Section
422A of the Internal Revenue Code (pertaining to Incentive Stock Options).
Participation in the Stock Incentive Plan may be in the form of (i)
Common Stock or securities convertible into shares of Common Stock, (ii)
Incentive Stock Options as defined in Section 422A of the Internal Revenue
Code (the "Code"), (iii) options not qualifying under Section 422A of the Code
as Incentive Stock Options (i.e., non-qualified options), or (iv) any
combination thereof. Incentive Stock Options can be granted only to persons
who are employees (including officers) of the Company or any of its
subsidiaries when the options are granted. The total number of shares of
Common Stock that may be issued under the Stock Incentive Plan is 5,200,000
shares of Common Stock. The Stock Incentive Plan does not impose any
limitation on the number of shares of Common Stock with respect to which
options may be granted to any individual under the Stock Incentive Plan.
During fiscal 1995, the Compensation Committee approved the following
grants of non-qualified options for Common Stock to the Executive Officers,
all granted with an exercise price of $8.56 per share (the average of the high
and low prices of the stock on the date of the grant) becoming exercisable on
July 1, 1997: Ray J. Oleson, 25,000 shares; Gregory R. Bradford, 20,000
shares; Jeffrey P. Elefante, 8,000 shares; Samuel R. Strickland, 10,000
shares. The Committee approved a grant to Mr. Oleson of an additional 12,500
shares, with an exercise price of $11.063 per share, becoming exercisable on
June 15, 1998. Neither Dr. London nor Mr. Annino received option grants in
fiscal 1995.
While the value realizable from exercisable options is dependent at least
in part upon the extent to which the Company's performance is reflected in the
market price of the Company's Common Stock, the decision as to whether such
value will be realized in any specific year is primarily determined by each
individual and not by the Company or the Compensation Committee. Accordingly,
the Compensation Committee determined that the fiscal 1995 option grants were
reasonable and appropriate, notwithstanding gains that could be realized by
certain Company executives as a result of their individual decisions to
exercise stock options granted in previous years (see the Table included above
in this Proxy Statement, indicating amounts realized by the Executive Officers
from option exercises in fiscal year 1995 and the value inherent in
unexercised options as of the Company's fiscal year-end, June 30, 1995).
Other Compensation Plans
At various times in the past, the Company has adopted certain broad-based
employee benefit plans in which the Executive Officers are permitted to
participate on substantially the same terms as other employees who meet
applicable eligibility criteria, subject to any legal limitations on the
amounts that may be contributed or the benefits that may be payable under
<PAGE>
page 21
these Company plans. For example, under the Company's Pension Plan, the
Company makes contributions based on employee compensation. Participants may
select from a variety of investment options available through the Pension
Plan. Similarly, under the Company's voluntary 401(k) $MART Plan,
participants may select from a variety of investment options. At various times
in the past, certain of the Executive Officers have elected to have a portion
of their 401(k) $MART Plan savings and/or a portion of their Pension Plan
contributions invested in the CACI Common Stock investment options under the
Plans. These voluntary elections provided an additional way to link officer
and employee interests more directly to that of stockholders. The Company
makes no contribution to the 401(k) $MART Plan. Participation is voluntary
and subject to Department of Labor and IRS rules of eligibility and
contribution of pre-tax compensation.
Chief Executive Officer Compensation for Fiscal Year 1995, and Relationship to
Company Performance
The Compensation Committee's general approach in setting the Chief
Executive Officer's compensation is to tie a significant portion of his
compensation to Company performance, and to seek to be competitive with other
companies of similar size in the Company's industry. While this approach
results in some fluctuation in the actual level of the Chief Executive
Officer's compensation, the Compensation Committee believes that a
compensation scheme weighted in this fashion appropriately motivates the
Company's Chief Executive Officer toward Company performance goals, while
acknowledging the importance to the Chief Executive Officer of having some
certainty in the level of his compensation through its non-Company
performance-based elements.
Dr. London's salary and bonus compensation for fiscal 1995 was Six
Hundred Fifty Thousand Dollars ($650,000), an increase of forty four percent
(44%) over fiscal 1994 as a result of the growth of Dr. London's incentive
compensation based on the 35.1% increase in the Company's net earnings from
$6.04 Million in fiscal 1994 to $8.16 Million in fiscal 1995.
Dr. London's fiscal 1995 incentive compensation was earned on a basis
similar to that of the other Executive Officers, with bonus based
predominately on the Company's net after-tax profit, both for individual
quarters within the fiscal year and for the fiscal year as a whole. Subject
to a cap of Four Hundred Thousand Dollars ($400,000) on the aggregate of
quarterly and annual bonuses earned, Dr. London was entitled to a bonus of
Fifteen Thousand Dollars ($15,000) upon reaching, and an additional
proportional amount for exceeding, a pre-determined threshold net after-tax
profit target for each fiscal quarter, and a larger, variable bonus upon
reaching or exceeding a pre-determined threshold net after-tax profit level
for the fiscal year. Dr. London was also eligible for a one-time bonus of
Fifty Thousand Dollars ($50,000) for reaching a pre-determined earnings per
share result for the year. With the Company generating net earnings of $8.16
Million during fiscal year 1995, by operation of the applicable bonus formulae
and the cap on his incentive compensation, Dr. London earned the maximum Four
Hundred Thousand Dollar ($400,000) aggregate incentive compensation for
quarterly and annual net after-tax profit results and the one-time bonus of
Fifty Thousand Dollars ($50,000) for earnings per share results for the fiscal
year.
The Committee believes that, in view of the Company's excellent
performance for the year, Dr. London's compensation for fiscal 1995 was
<PAGE>
page 22
reasonable.
In August 1995, the Compensation Committee and the Board of Directors
approved a bonus arrangement for Dr. London for fiscal 1996 which, like the
bonus program in fiscal 1995, ties a significant portion of Dr. London's
compensation to the achievement by the Company of operating performance
results during the fiscal year 1996.
RESPECTFULLY SUBMITTED BY THE COMPENSATION COMMITTEE OF THE
BOARD OF
DIRECTORS:
Dr. Paul J. Coleman, Jr. Larry L. Pfirman
William K. Sacks John M. Toups
<PAGE>
page 23
TRANSACTIONS WITH MANAGEMENT AND OTHERS;
OTHER INFORMATION
Since the beginning of fiscal year 1995, the Company offered, with the
approval of the Board of Directors, a severance compensation agreement (the
"Severance Agreement") to each of the Company's Executive Officers, for the
purpose of maximizing the availability to the Company of each Executive
Officer's managerial experience and knowledge of the affairs of the Company.
The Severance Agreements, effective January 1, 1995, provide for the payment
of severance in an amount equal to four (4) months of base salary, plus one
(1) month base salary for each year of service to the Company, up to a maximum
aggregate payment of twelve (12) months of base salary, in the event that the
Executive's employment is terminated for any reason other than cause, death,
medical or physical incapacity, voluntary retirement or resignation. In the
event of a termination within one (1) year of the date of a change of control,
the severance payment to the Executive will be two (2) times the amount
described above. The term of the Severance Agreements is one (1) year, with
automatic renewal, subject to a change in the Senior Executive Severance
Policy applicable to the Executives.
There exist no other transactions with management and others (as defined
by applicable regulations), to which the Company or any of its subsidiaries
was or is to be party in which the amount involved exceeds Sixty Thousand
Dollars ($60,000).
Legal Proceedings
Information regarding the status of the Company's legal proceedings is
included in its annual report on Form 10-K and is incorporated herein by
reference. Since the date of filing the Form 10-K, there have been no further
material developments to the Company's legal proceedings.
RATIFICATION OF AUDITORS
The Board of Directors has appointed Deloitte & Touche LLP, Certified
Public Accountants, as auditors to examine and report on the Company's
financial statements for the fiscal year ending June 30, 1996. At the Annual
Meeting, stockholders will vote on whether to ratify the selection of Deloitte
& Touche LLP. If a quorum is present, the vote of the holders of a majority
of the shares of common stock present or represented at the Meeting and
entitled to vote will be required to ratify such appointment.
Representatives of Deloitte & Touche LLP are expected to attend the
Annual Meeting. Deloitte & Touche's representatives will have the opportunity
to make a statement if they so desire and they will be available to respond to
appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR
RATIFICATION. If circumstances not presently contemplated so require, the
Board of Directors may, at a later date, reconsider the appointment of
Deloitte & Touche LLP, notwithstanding that a majority of shares may be voted
to ratify their appointment.
<PAGE>
page 24
SOLICITATION
The cost of this solicitation of proxies will be borne by the Company.
The firm of Morrow & Co. has been retained to assist in soliciting proxies at
a fee not to exceed Six Thousand Dollars ($6,000) plus expenses. The Company
may also reimburse banks, brokers, nominees, and other fiduciaries for postage
and reasonable clerical expenses incurred by them in forwarding the proxy
material to their principals. Proxies may be solicited without extra
compensation by certain officers, directors and regular employees of the
Company, by telephone or telegraph, by personal contact, or by other means.
FUTURE STOCKHOLDER PROPOSALS
In order to be included in the proxy materials for the 1996 Annual
Meeting, stockholder proposals must be received by the Company on or before
June 1, 1996.
DOCUMENTS INCORPORATED BY REFERENCE
(1) The Company's Annual Report on Form 10-K for the Fiscal Year ended June
30, 1995, filed with the Securities and Exchange Commission on or about
September 28, 1995 is incorporated by reference.
OTHER MATTERS
As of this date, the Board of Directors knows of no business other than
that stated in the Notice of Meeting accompanying this Proxy Statement which
may properly come before the meeting. Should any other business arise,
proxies given in the accompanying form will be voted in accordance with the
discretion of the person or persons named therein.
By Order of the Board of Directors
Jeffrey P. Elefante, (Secretary)
Arlington, Virginia
Dated: October 2, 1995
<PAGE>
INDEX TO APPENDICES
Appendix A: Letter to stockholders from J.P. London, Chairman of the Board,
President and Chief Executive Officer, CACI International Inc,
mailed with Proxy Statement to all stockholders on or about
October 6, 1995.
Appendix B: Notice of Annual Meeting of Stockholders, mailed with Proxy
Statement to all stockholders on or about October 6, 1995.
Appendix C: Proxy Card, mailed with Proxy Statement to all stockholders on or
about October 6, 1995.
Appendix C: Reminder Card, mailed with Proxy Statement to all stockholders on
or about October 6, 1995.
<PAGE>
Appendix A
CACI International Inc
October 2, 1995
Dear Stockholder:
I cordially invite you to attend your Company's 1995 Annual Meeting of
Stockholders on November 15, 1995, at 9:30 a.m., Eastern Standard Time. The
meeting will be held at the Radisson Plaza Hotel at Mark Center, 5000 Seminary
Road, Alexandria, Virginia, 22311.
Matters to be considered and acted on at the meeting include the election
of directors and the ratification of the appointment of independent public
accountants. Detailed information concerning these matters is set forth in
the attached Notice of Annual Meeting of Stockholders and Proxy Statement.
As a stockholder, your vote is important. I encourage you to execute and
return your proxy promptly whether or not you plan to attend so that we may
have as many shares as possible represented at the meeting. Returning your
completed proxy will not prevent you from voting in person at the meeting if
you wish to do so.
Thank you for your cooperation and continued support and interest in CACI
International Inc.
Sincerely,
J.P. London
Chairman of the Board,
President and Chief
Executive Officer
IMPORTANT: EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN,
AND RETURN PROMPTLY THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED TO ENSURE
THAT YOUR VOTE WILL BE COUNTED. YOU MAY VOTE IN PERSON IF YOU SO DESIRE
EVEN IF YOU HAVE PREVIOUSLY SENT IN YOUR PROXY.
IF YOUR SHARES ARE HELD IN THE NAME OF A BANK, BROKERAGE FIRM OR OTHER
NOMINEE, PLEASE CONTACT THE PARTY RESPONSIBLE FOR YOUR ACCOUNT AND DIRECT
HIM OR HER TO VOTE YOUR SHARES ON THE ENCLOSED CARD.
<PAGE>
Appendix B
CACI International Inc
1100 North Glebe Road
Arlington, Virginia 22201
_________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held November 15, 1995
Notice is hereby given that the Annual Meeting of Stockholders (the "Annual
Meeting") of CACI International Inc (the "Company") will be held on November
15, 1995, at 9:30 a.m., Eastern Standard Time, at the Radisson Plaza Hotel at
Mark Center, 5000 Seminary Road, Alexandria, Virginia, 22311, for the
following purposes:
1. To elect the Company's Board of Directors.
2. To ratify the appointment of Deloitte & Touche LLP as the Company's
auditors for the current fiscal year.
3. To transact such other business as may otherwise properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on September 25, 1995,
as the record date for the determination of stockholders entitled to notice of
and to vote at the Annual Meeting.
A list of the stockholders entitled to vote at the Annual Meeting will be made
available during regular business hours at the Radisson Plaza Hotel at Mark
Center, 5000 Seminary Road, Alexandria, Virginia 22311, from November 5, 1995
through November 14, 1995 for inspection by any stockholder for any purpose
germane to the meeting.
By Order of the Board of Directors
Jeffrey P. Elefante, (Secretary)
Arlington, Virginia
Dated: October 2, 1995
IMPORTANT: EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE
COMPLETE, SIGN, AND RETURN PROMPTLY THE ENCLOSED PROXY IN THE ENVELOPE
PROVIDED TO ENSURE THAT YOUR VOTE WILL BE COUNTED. YOU MAY VOTE IN PERSON IF
YOU SO DESIRE EVEN IF YOU HAVE PREVIOUSLY SENT IN YOUR PROXY.
IF YOUR SHARES ARE HELD IN THE NAME OF A BANK, BROKERAGE FIRM OR OTHER
NOMINEE, PLEASE CONTACT THE PARTY RESPONSIBLE FOR YOUR ACCOUNT AND DIRECT
HIM OR HER TO VOTE YOUR SHARES ON THE ENCLOSED CARD.
<PAGE>
Appendix C(i)
[PROXY CARD]
[Front]
Common Stock CACI International Inc
PROXY FOR NOVEMBER 15, 1995 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints J.P. London and Warren R. Phillips, and
each of them, as Proxies of the undersigned, each with full power of
substitution, to vote all of the shares of Common Stock of CACI International
Inc the undersigned would be entitled to vote if personally present at the
Annual Meeting of Stockholders of CACI International Inc to be held at the
Radisson Plaza Hotel at Mark Center, 5000 Seminary Road, Alexandria, Virginia
22311, on November 15, 1995, at 9:30 a.m. Eastern Standard Time and at any
adjournments thereof.
1. ELECTION OF DIRECTORS
FOR all nominees listed below --- WITHHOLD AUTHORITY ---
(except as marked to the contrary (to vote for all nominees
below) listed below)
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.)
Paul J. Coleman, Jr. J.P. London Alan S. Parsow
Larry L. Pfirman Warren R. Phillips Charles P. Revoile
William K. Sacks John M. Toups
2. FOR --- AGAINST --- ABSTAIN FROM --- ratification of the
appointment of Deloitte & Touche LLP as independent auditors.
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting or any
adjournments thereof. UNLESS OTHERWISE MARKED, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF THE NOMINEES LISTED ABOVE AND FOR ITEM
TWO ABOVE. As of the date of the Proxy Statement, the Board of Directors
knows of no other business to be presented at the Annual Meeting.
[NOTE: The short lines after the phrases "FOR all nominees listed below",
"WITHHOLD AUTHORITY", "FOR", "AGAINST", and "ABSTAIN FROM" represent
the boxes which appear on the actual proxy card, and which cannot be printed
due to electronic transmission limitations.]
<PAGE>
Appendix C(ii)
[PROXY CARD]
[Back]
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY CARD IN THE ENCLOSED
PREPAID ENVELOPE.
The undersigned acknowledges receipt of the Notice and Proxy Statement for the
Annual Meeting of Stockholders of CACI International Inc.
Please sign exactly as your name is shown on the Proxy. If signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are owned jointly, each owner must sign. If the signer is a
corporation, the full corporate name shall be signed by a duly authorized
officer.
Dated: ,1995
-----------------------
---------------------------------
Signature of Beneficial Owner
---------------------------------
Signature of Beneficial Owner
<PAGE>
Appendix D(i)
[REMINDER CARD]
[Front]
IMPORTANT
PLEASE SEND IN YOUR PROXY ... TODAY
YOU ARE URGED TO FILL IN, DATE, AND SIGN THE ENCLOSED PROXY AND RETURN IT
PROMPTLY. A STAMPED AND ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
YOUR VOTE IS IMPORTANT.
IF YOUR SHARES ARE HELD IN THE NAME OF A BANK, BROKERAGE FIRM OR OTHER
NOMINEE, PLEASE CONTACT THE PARTY RESPONSIBLE FOR YOUR ACCOUNT AND DIRECT
HIM OR HER TO VOTE YOUR SHARES.
<PAGE>
Appendix D(ii)
[REMINDER CARD]
[Back]
ADDRESS OR NAME CHANGE?
If so, please enter your new name and/or address in the spaces provided
below and return this card with your Proxy.
- --------------------------------------------------------------------------
Name
- --------------------------------------------------------------------------
Street
- --------------------------------------------------------------------------
City State Zip
