<PAGE> 1
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 Rule 14a-11(c) or Rule 14a-12
K-Tron International, Inc.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Dated Filed:
<PAGE> 2
K-TRON INTERNATIONAL, INC.
Routes 55 and 553
P.O. Box 888
Pitman, New Jersey 08071-0888
--------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 7, 1999
--------------------------
To Our Shareholders:
Notice is hereby given that the Annual Meeting of Shareholders of
K-Tron International, Inc. (the "Company") will be held on May 7, 1999 at 10:00
a.m., local time, at the Company's principal executive offices at Routes 55 and
553, Pitman, New Jersey for the following purposes:
(1) To elect one director to Class II of the Board of Directors to
serve for a four-year term and until the election and qualification of his
successor; and
(2) To transact such other business as may properly come before the
meeting.
Only shareholders of record at the close of business on March 12, 1999
are entitled to notice of the Annual Meeting and to vote at the Annual Meeting
and any adjournments thereof. The transfer books will not be closed.
By Order of the Board of Directors,
Mary E. Vaccara
Secretary
March 26, 1999
YOUR PROXY VOTE IS IMPORTANT. ACCORDINGLY, YOU ARE ASKED TO COMPLETE,
SIGN AND RETURN THE ACCOMPANYING PROXY CARD IN THE ENVELOPE PROVIDED
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE> 3
[LOGO]
---------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 7, 1999
---------------
This Proxy Statement is being furnished to the shareholders of K-Tron
International, Inc. (the "Company") in connection with the Annual Meeting of
Shareholders of the Company to be held on May 7, 1999 and any postponements or
adjournments thereof (the "Annual Meeting"). This Proxy Statement and the
enclosed Proxy Card are being mailed to shareholders on or about March 26, 1999.
Execution and return of the enclosed Proxy Card are being solicited by
and on behalf of the Board of Directors of the Company for the purposes set
forth in the foregoing notice of meeting. The costs incidental to the
solicitation and obtaining of proxies, including the cost of reimbursing banks
and brokers for forwarding proxy materials to their principals, will be borne by
the Company. Proxies may be solicited, without extra compensation, by officers
and employees of the Company by mail, telephone, telefax, personal interviews
and other methods of communication.
The Annual Report to Shareholders for the fiscal year ended January 2,
1999, including consolidated financial statements and other information with
respect to the Company and its subsidiaries, is being mailed to shareholders
with this Proxy Statement. Such Annual Report is not part of this Proxy
Statement.
VOTING AT THE MEETING
RECORD DATE; VOTE REQUIRED; PROXIES
Only shareholders of record at the close of business on March 12, 1999
are entitled to notice of the Annual Meeting and to vote at the Annual Meeting.
As of that date, the Company had outstanding 2,945,605 shares of Common Stock.
The holders of a majority of such shares, represented in person or by proxy,
shall constitute a quorum at the Annual Meeting. A quorum is necessary before
business may be transacted at the Annual Meeting except that, even if a quorum
is not present, the shareholders present in person or by proxy shall have the
power to adjourn the meeting from time to time until a quorum is present. Each
shareholder entitled to vote shall have the right to one vote for each share of
Common Stock outstanding in such shareholder's name.
The shares of Common Stock represented by each properly executed Proxy
Card will be voted at the Annual Meeting in the manner directed therein by the
shareholder signing such Proxy Card. The Proxy Card provides space for a
shareholder to vote for the nominee, or to withhold authority to vote for the
nominee, for the Board of Directors. The nominee for election as a director is
to be elected by a plurality of the votes cast at the Annual Meeting. With
respect to any other matter that may properly be brought before the Annual
Meeting, the affirmative vote of a majority of the votes cast by shareholders
entitled to vote thereon is required to take action, unless a greater percentage
is required either by law or by the Company's Restated Certificate of
Incorporation or
<PAGE> 4
By-Laws. For determining the number of votes cast with respect to any voting
matter, only those cast "for" or "against" are included. Abstentions will be
considered present and entitled to vote at the Annual Meeting but will not be
counted as votes cast. Accordingly, abstentions will have no effect on the vote.
Similarly, where brokers submit proxies but are prohibited and thus refrain from
exercising discretionary authority in voting shares on certain matters for
beneficial owners who have not provided voting instructions with respect to such
matters (commonly referred to as "broker non-votes"), those shares will be
considered present and entitled to vote at the Annual Meeting but will not be
counted as votes cast as to such matters and thus will have no effect on the
vote.
If a signed Proxy Card is returned and the shareholder has given no
direction with respect to a voting matter, the shares will be voted with respect
to that matter by the proxy agents as recommended by the Board of Directors or
its Executive Committee. Execution and return of the enclosed Proxy Card will
not affect a shareholder's right to attend the Annual Meeting and vote in
person. Any shareholder giving a proxy has the right to revoke it by giving
notice of revocation to the Secretary of the Company at any time before the
proxy is voted.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of February 28,
1999 (or as of such other date as may be noted below) with respect to shares of
Common Stock of the Company beneficially owned by each person believed by the
Company to be the beneficial owner of more than 5% of the outstanding shares of
Common Stock, by each incumbent director and nominee for director of the
Company, by each executive officer of the Company who was serving as such on
January 2, 1999 and by all current directors and executive officers of the
Company as a group. Except as indicated below, the Company understands that the
shareholders listed in such table have sole voting and investment power with
respect to the shares owned by them. The number of shares in the table below
includes shares issuable upon the exercise of outstanding stock options to the
extent that such options are exercisable by the shareholder, incumbent director,
nominee for director or executive officer on or within 60 days after February
28, 1999. In the case of each incumbent director, nominee for director and
executive officer, the information below has been provided by such person at the
request of the Company.
<TABLE>
<CAPTION>
Percent of
Number of Shares Common Stock
Name of Individual or Identity of Group of Common Stock Outstanding
- --------------------------------------- ---------------- ------------
<S> <C> <C>
David L. Babson & Company, Incorporated(1)......................... 340,600 11.6
T. Rowe Price Associates, Inc.(2).................................. 250,000 8.5
Goldman Sachs Asset Management(3).................................. 236,700 8.0
Paradigm Capital Management, Inc. (4).............................. 210,400 7.1
Dimensional Fund Advisors Inc.(5).................................. 152,000 5.2
Edward B. Cloues, II(6)............................................ 134,286 4.5
Leo C. Beebe(6)(7)................................................. 61,385 2.1
Robert L. Weinberg(6)(8)........................................... 28,093 *
Dr. Hans-Jurg Schurmann(6)......................................... 22,000 *
Johannes Wirth(6).................................................. 17,400 *
Richard J. Pinola(6)............................................... 17,114 *
Kevin C. Bowen(6).................................................. 17,003 *
Jean Head Sisco(6)................................................. 13,801 *
Lukas Guenthardt(6)................................................ 12,241 *
Norman Cohen(6).................................................... 8,219 *
Robert A. Engel.................................................... 0 *
All current directors and executive officers
as a group (10 persons)(9)....................................... 331,542 10.8
</TABLE>
- ------------------
* Less than 1%.
2
<PAGE> 5
(1) As reflected in Schedule 13G/A dated January 21, 1999. According to
David L. Babson & Company, Incorporated ("Babson"), it (i) is an
investment adviser and (ii) has sole voting and dispositive power over
all such shares. The principal address of Babson is One Memorial Drive,
Cambridge, Massachusetts 02142-1300.
(2) As reflected in Amendment No. 6 to Schedule 13G dated February 12,
1999. According to T. Rowe Price Associates, Inc. ("Price Associates"),
these shares are all owned by T. Rowe Price Small Cap Value Fund, Inc.,
a registered investment company, for which Price Associates, a
registered investment adviser under the Investment Advisers Act of
1940, serves as investment adviser with power to direct investments
and/or sole power to vote the shares. For purposes of the reporting
requirements of the Securities Exchange Act of 1934, as amended, Price
Associates is deemed to be a beneficial owner of such shares; however,
Price Associates expressly disclaims that it is, in fact, the
beneficial owner of such shares. The principal address of Price
Associates is 100 East Pratt Street, Baltimore, Maryland 21202.
(3) As reflected in Schedule 13G dated February 14, 1999 filed on behalf of
Goldman Sachs & Co., a registered investment adviser and The Goldman
Sachs Group, L.P., a parent holding company (collectively, "Goldman").
Goldman disclaims beneficial ownership of all such shares. The
principal address of Goldman is 85 Broad Street, New York, New York
10004.
(4) As reflected in Amendment No. 2 to Schedule 13G dated February 9, 1999.
According to Paradigm Capital Management, Inc. ("Paradigm"), it (i) is
a registered investment adviser and (ii) has sole dispositive power
over all such shares. The principal address of Paradigm is Nine Elk
Street, Albany, New York 12207.
(5) As reflected in an amendment to Schedule 13G dated February 11, 1999.
According to Dimensional Fund Advisors Inc. ("Dimensional"), it (i) is
a registered investment adviser under the Investment Advisers Act of
1940 and (ii) these shares are owned by four investment companies, each
a registered investment company, and certain other investment vehicles,
as to all of which Dimensional serves as investment adviser and
investment manager. Dimensional disclaims beneficial ownership of all
such shares. The principal address of Dimensional is 1299 Ocean Avenue,
11th Floor, Santa Monica, California 90401.
(6) Includes with respect to Mr. Cloues 64,286 shares, Mr. Beebe 1,000
shares, Mr. Weinberg 15,666 shares, Dr. Schurmann 11,000 shares, Mr.
Wirth 1,000 shares, Mr. Pinola 11,000 shares, Mr. Bowen 12,416 shares,
Mrs. Sisco 9,900 shares, Mr. Guenthardt 9,166 shares and Mr. Cohen
1,000 shares, all of which shares are subject to presently exercisable
installments of options.
(7) With respect to all such shares, Mr. Beebe shares investment and voting
power with his wife.
(8) Includes 2,000 shares owned by Mr. Weinberg's wife as to which Mr.
Weinberg disclaims beneficial ownership, and 5,730 shares as to which
Mr. Weinberg shares investment and voting power with his wife.
(9) Includes 136,434 shares subject to presently exercisable installments
of options.
MATTERS CONCERNING DIRECTORS
ELECTION OF DIRECTORS
The Board of Directors currently consists of seven directors and is
classified with respect to terms of office into four classes. The Class II
director elected at the Annual Meeting will serve until the 2003 annual meeting
of shareholders and until such director's successor has been elected and
qualified, except in the event of such director's earlier death, resignation or
removal. The terms of office of the Class I, Class III and Class IV directors
will expire
3
<PAGE> 6
at the annual meetings to be held in 2002, 2000 and 2001, respectively, upon the
election and qualification of their successors.
The Board of Directors, acting on the recommendation of its Nominating
Committee, has nominated Mr. Robert A. Engel for election as the Class II
director. Mr. Engel is not currently a director, and the Class II director whose
term will expire at the Annual Meeting is Mr. Johannes Wirth.
The persons named as proxy agents in the enclosed Proxy Card intend
(unless instructed otherwise by a shareholder) to vote for the election of Mr.
Robert A. Engel as the Class II director. In the event that the nominee should
become unable to accept nomination or election (a circumstance which the Board
of Directors does not expect), the proxy agents intend to vote for any alternate
nominee designated by the Board of Directors or its Executive Committee or, in
the discretion of the Board or its Executive Committee, the position may be left
vacant.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE CLASS II
NOMINEE.
Set forth below is certain information with respect to the nominee for
director and each other person currently serving as a director of the Company
whose term of office will continue after the Annual Meeting, including the class
and term of office of each such person. This information has been provided by
each incumbent director and the nominee for director at the request of the
Company.
Class I--Directors with Terms Continuing until 2002
DR. HANS-JURG SCHURMANN. Dr. Schurmann has been a director since
November 1993 and was most recently reelected at the 1998 annual meeting of
shareholders. He is a senior partner in the law firm of Schurmann and Partner in
Zurich, Switzerland, which represents the Company and its subsidiaries in
Switzerland, and he has been a partner in that firm and its predecessor firm
since 1979. Dr. Schurmann serves on the boards of numerous Swiss companies,
including Instinet AG, Bellaplast Holding AG and Discorack-NCO AG. Dr. Schurmann
is 54 years of age.
JEAN HEAD SISCO. Mrs. Sisco has been a director since September 1993
and was most recently reelected at the 1998 annual meeting of shareholders.
Since 1979, she has been a partner in Sisco Associates, a management consulting
firm based in Washington, D.C. which specializes in international risk and trade
analysis. Mrs. Sisco serves as a director of Textron, Inc., Newmont Mining
Corp., Newmont Gold Corp., Chiquita Brands International, The Neiman-Marcus
Group, American Funds Tax-Exempt Series I and Socrates Technologies. She is
Chairman of the Center for Board Leadership and was the first woman director of
the Metropolitan Washington Board of Trade. Mrs. Sisco is 73 years of age.
Class II--Nominee for Term Continuing until 2003
ROBERT A. ENGEL. Since 1995, Mr. Engel has been the Managing Director-
Head of Mergers and Acquisitions of Gleacher NatWest Inc., a financial advisory
and investment banking firm. From 1990 to 1995, Mr. Engel was a Director of
Gleacher & Co., Inc., an investment banking firm specializing in mergers and
acquisitions, and he became a Managing Director of that firm in 1995. From 1986
to 1990, he worked in various capacities at the investment banking firms of C.
J. Lawrence, Morgan Grenfell, Inc. and Morgan Grenfell & Co. Ltd. Mr. Engel is
35 years of age.
Class III--Directors with Terms Continuing until 2000
NORMAN COHEN. Mr. Cohen has been a director since 1974 and was most
recently reelected at the 1996 annual meeting of shareholders. Since 1993, he
has been Chairman and Chief Executive Officer of Creative Contracting
Associates, Inc., a clothing manufacturer. Mr. Cohen is 72 years of age.
4
<PAGE> 7
RICHARD J. PINOLA. Mr. Pinola has been a director since January 1994
and was most recently reelected at the 1996 annual meeting of shareholders.
Since January 1994, he has served as Chairman and Chief Executive Officer of
Right Management Consultants, Inc., a publicly-held human resource consulting
and career management firm, and from June 1992 through December 1993 he was
President and Chief Executive Officer of that company. Prior to joining Right
Management Consultants, Inc., Mr. Pinola was President and Chief Operating
Officer of Penn Mutual Life Insurance Company from March 1988 through September
1991 and a consultant from September 1991 until June 1992. He serves as a
director of Right Management Consultants, Inc. Mr. Pinola is 53 years of age.
Class IV--Directors with Terms Continuing until 2001
LEO C. BEEBE. Mr. Beebe has been a director since June 1976 and was
most recently reelected at the 1997 annual meeting of shareholders. From July
1985 until August 1992 and again from June 1995 until he retired in January
1998, Mr. Beebe was the Chief Executive Officer of the Company, and from January
1985 until January 1998, he served as the Chairman of the Board of Directors of
the Company. Mr. Beebe was Dean of the School of Business Administration of
Glassboro State College, Glassboro, New Jersey from July 1977 to July 1985 and a
professor of marketing at Glassboro State College from 1972 to July 1985. Prior
to that time, he served at Ford Motor Company for 27 years in various capacities
in the United States and foreign countries, including as General Marketing
Manager of Ford's Lincoln-Mercury Division, Vice President of Marketing and
Planning and a director of Ford Motor Company of Canada, and Executive Vice
President and General Manager of the Consumer Products Division and a director
of Philco Ford Corporation. Mr. Beebe is 81 years of age.
EDWARD B. CLOUES, II. Mr. Cloues has been a director since July 1985
and was most recently reelected at the 1997 annual meeting of shareholders. He
became Chairman of the Board of Directors and Chief Executive Officer of the
Company on January 5, 1998. From May 1985 until May 1998, Mr. Cloues served as
Secretary of the Company. Prior to joining the Company, Mr. Cloues was a senior
partner in the law firm of Morgan, Lewis & Bockius LLP, which is the Company's
general counsel. He is also a director and non-executive Chairman of the Board
of AMREP Corporation and a director of AmeriQuest Technologies, Inc. Mr. Cloues
is 51 years of age.
COMMITTEES AND MEETINGS
The Board of Directors has an Executive Committee, an Audit and Finance
Committee, a Compensation and Human Resources Committee and a Nominating
Committee. The members of the Compensation and Human Resources Committee also
constitute the members of the two committees which administer the Company's
employee stock option plans (collectively, the "Stock Option Committee"). During
fiscal year 1998, the Board of Directors held six meetings (including one by
telephone conference), the Executive Committee did not meet, the Audit and
Finance Committee held two meetings, the Compensation and Human Resources
Committee held four meetings (including two by telephone conference), the
Nominating Committee held one meeting and the Stock Option Committee did not
meet separately from the Compensation and Human Resources Committee. Each
director attended at least 75% of the aggregate of the fiscal year 1998 meetings
of the Board of Directors and of the Board committee or committees on which he
or she served during the year.
The Executive Committee is empowered to exercise all powers of the
Board of Directors, except action on dividends and certain other matters which
cannot by law be delegated by the Board, during the periods between regular
Board meetings. The Audit and Finance Committee is responsible for recommending
to the Board the firm to be employed by the Company as its independent
accountants and auditors, consulting with such firm as to the annual audit and
the adequacy of internal controls, reviewing the accounting controls, practices
and policies of the Company and reviewing budgets, cash and debt management and
financial matters generally. The Compensation and Human Resources Committee
recommends to the Board the compensation of the Company's chief executive
officer, reviews and takes action on the chief executive officer's
recommendations regarding the appropriate compensation of the Company's other
officers and key personnel, approves the granting of any bonuses to officers,
reviews other compensation and personnel development matters generally and
recommends to the Board the compensation of non-employee directors. The
Nominating Committee's duties are to evaluate Board performance, recommend to
the Board nominees for election as directors and recommend to the Board the
membership of all
5
<PAGE> 8
Board committees. The Stock Option Committee is responsible for administering
the Company's 1996 Equity Compensation Plan and another stock option plan which
has expired (but under which there remain outstanding stock options).
The current members of the Executive Committee are Messrs. Cloues
(Chairman), Beebe and Cohen; of the Audit and Finance Committee, Messrs. Pinola
(Chairman) and Wirth, Dr. Schurmann and Mrs. Sisco; of the Compensation and
Human Resources Committee, Messrs. Cohen (Chairman) and Pinola and Mrs. Sisco;
of the Nominating Committee, Messrs. Beebe (Chairman) and Cloues; and of the
Stock Option Committee, Messrs. Cohen and Pinola and Mrs. Sisco.
STANDARD COMPENSATION ARRANGEMENTS
Directors who are not employees of the Company receive an annual
retainer of $12,500, a $2,000 annual retainer for each membership on any of the
Audit and Finance Committee, the Compensation and Human Resources Committee and
the Nominating Committee, a $1,000 annual retainer for membership on the
Executive Committee, $1,000 for each Board meeting attended and $750 for each
Executive Committee meeting attended provided that, in the case of Executive
Committee meetings, such meetings either require substantial preparation or last
two hours or more. In addition, the chairman of the Audit and Finance Committee
and the chairman of the Compensation and Human Resources Committee are each paid
an additional $1,500 for their service in such capacities. All retainers are
paid on a prorated bi-monthly basis. Directors generally do not receive
compensation for their participation in telephone meetings or for attendance at
other committee meetings. Under the 1996 Equity Compensation Plan, non-employee
directors are eligible to receive stock options and, unless the Stock Option
Committee determines otherwise (which has not been the case in the past), on the
date of each annual meeting of shareholders of the Company, each non-employee
director receives an annual stock option grant to purchase 1,000 shares of
Common Stock with an option price per share equal to the fair market value of a
share of Common Stock on that date. Such options are fully vested on the date of
grant and have a ten-year term.
SHARE OWNERSHIP GUIDELINE
Each non-employee director is required to own shares of Company Common
Stock with a value, at the greater of cost or market, equal to four times the
current $12,500 annual retainer, or $50,000. As for any newly-elected director,
this requirement will be phased in over a period of time to be determined by the
Board.
REQUIREMENTS FOR ADVANCE NOTIFICATION OF NOMINATIONS
Article Ninth of the Restated Certificate of Incorporation of the
Company provides that no person may be nominated for election as a director by a
shareholder at an annual or special meeting unless written notice of such
shareholder's intent to make such nomination has been given, either by personal
delivery or by United States mail, postage prepaid, to the Secretary of the
Company at the principal executive offices of the Company not later than (i)
with respect to an election to be held at an annual meeting of shareholders, 90
days in advance of such meeting and (ii) with respect to an election to be held
at a special meeting of shareholders for the election of directors, the close of
business on the seventh day following the date on which notice of such meeting
is first given to shareholders. Each such notice shall set forth: (a) the name
and address of the shareholder who intends to make the nomination and of the
person or persons to be nominated; (b) a representation that the shareholder is
a holder of record of stock of the Company entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice; (c) a description of all arrangements or
understandings between the shareholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder; (d) such other information
regarding each nominee proposed by such shareholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had the nominee been nominated, or intended
to be nominated, by the Board of Directors; and (e) the consent of each nominee
to serve as a director of the Company if so elected. The chairman of the meeting
may refuse to acknowledge the nomination of any person not made in compliance
with the foregoing procedure.
6
<PAGE> 9
EXECUTIVE COMPENSATION
COMPENSATION
The following table sets forth certain information with respect to
compensation earned during fiscal years 1998, 1997 and 1996 by the Company's
chief executive officer and the Company's other executive officers whose salary
and bonus from the Company or any subsidiary exceeded $100,000 in fiscal year
1998 (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
Awards
----------------------
Annual Compensation Number of
---------------------------------------- Shares of Number of
Restricted Stock
Name and Other Annual Stock Options All Other
Principal Position Year Salary Bonus Compensation(2) Granted Granted Compensation (1)
------------------ ---- ------ ----- --------------- ---------- --------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Edward B. Cloues, II (3)............ 1998 $380,000 $285,000 $ 15,371(4) 7,500 -0- $ 22,234
Chief Executive Officer and
Chairman of the Board of Directors
Robert L. Weinberg ................. 1998 $170,000 $ 45,000 $ 2,364(4) -0- 5,000 $ 25,346
Senior Executive Vice President, 1997 160,500 58,833 1,577(4) -0- -0- 21,957
Chief Financial Officer 1996 150,000 37,500 1,010(4) -0- -0- 19,049
and Treasurer
Kevin C. Bowen ..................... 1998 $150,000 $ 75,000 $ 342(4) -0- 30,000 $ 17,126
President and Chief Executive 1997 137,825 50,521 342(4) -0- -0- 16,473
Officer of K-Tron 1996 128,800 32,200 201(4) -0- -0- 13,023
America, Inc.
Lukas Guenthardt ................... 1998 $147,460(5) $ 75,000 $ 255(4) -0- 30,000 $ 21,346
Senior Vice President - Strategic 1997 127,209(5) 50,521 -0- -0- -0- 16,314
Planning, Product Development 1996 139,760(5) 34,940 -0- -0- -0- 19,165
and Marketing
</TABLE>
- ---------------
(1) The amounts disclosed in this column include:
(a) Company and subsidiary contributions under the thrift portion of
Company's 401(k) Profit-Sharing and Thrift Plan on behalf of the following
Named Executive Officers: For fiscal year 1998 - Mr. Weinberg $10,560, Mr.
Bowen $10,560 and Mr. Guenthardt $2,475. For fiscal year 1997 - Mr.
Weinberg $9,500 and Mr. Bowen $9,500. For fiscal year 1996 - Mr. Weinberg
$9,000 and Mr. Bowen $7,709. No contributions were made under the
profit-sharing portion of the plan in any of these years.
(b) Company and subsidiary payments for supplemental health insurance on
behalf of the following Named Executive Officers: For fiscal year 1998 -
Mr. Cloues $3,141, Mr. Weinberg $5,923 and Mr. Bowen $5,025. For fiscal
year 1997 - Mr. Weinberg $3,594 and Mr. Bowen $5,432. For fiscal year 1996
- Mr. Weinberg $2,446 and Mr. Bowen $4,906.
(c) Company and subsidiary payments of premiums for additional group term
life insurance on behalf of the following Named Executive Officers: For
fiscal year 1998 - Mr. Cloues $1,152, Mr. Weinberg $3,510, Mr.
7
<PAGE> 10
Bowen $696 and Mr. Guenthardt $408. For fiscal year 1997 - Mr. Weinberg
$3,510 and Mr. Bowen $696. For fiscal year 1996 - Mr. Weinberg $2,250 and
Mr. Bowen $408.
(d) Company and subsidiary payments of premiums for additional life
insurance on behalf of the following Named Executive Officers: For fiscal
year 1998 - Mr. Cloues $2,612, Mr. Weinberg $2,168 and Mr. Bowen $845. For
fiscal year 1997 - Mr. Weinberg $2,168 and Mr. Bowen $845. For fiscal year
1996 - Mr. Weinberg $2,168.
(e) Company payments of premiums for additional disability insurance on
behalf of the following Named Executive Officers: For fiscal year 1998 -
Mr. Cloues $15,329 and Mr. Weinberg $3,185. For fiscal years 1997 and 1996
- Mr. Weinberg $3,185 in each year.
(f) Subsidiary contributions in U.S. dollars (based on the average $/Sfr.
exchange rates of $.692 for 1998 and $.689 for 1997) to the Swiss pension
plan on behalf of Mr. Guenthardt for fiscal years 1998 and 1997: $18,463
and $16,314, respectively.
(2) In fiscal years 1998, 1997 and 1996, no Named Executive Officer received
perquisites or other personal benefits, securities or property which
exceeded the lesser of $50,000 or 10% of such Named Executive Officer's
salary and bonus.
(3) On January 5, 1998, Mr. Cloues joined the Company as its Chief Executive
Officer; therefore, his compensation for fiscal years 1997 and 1996 is not
required to be disclosed.
(4) Represents amounts reimbursed to certain of the Named Executive Officers
for estimated income taxes incurred with respect to additional life and
disability insurance purchased on their behalf.
(5) Prior to June 1, 1998, Mr. Guenthardt served as Managing Director and Chief
Executive Officer of K-Tron (Switzerland) Ltd., and he relocated to the
United States in September 1998 in connection with his new position as
Senior Vice President - Strategic Planning, Product Development and
Marketing of the Company. Mr. Guenthardt's compensation was paid in Swiss
francs through September 1998 and in U.S. dollars thereafter, and all of
his 1997 and 1996 salary, bonus and other compensation was paid in Swiss
francs. The salary, bonus and other compensation amounts included in the
table for Mr. Guenthardt are expressed in U.S. dollars using the average
$/Sfr. exchange rates (i) for the portion of 1998 for which he was paid in
Swiss francs of $.692, (ii) for 1997 of $.689 and (iii) for 1996 of $.810.
Mr. Guenthardt's salary in Swiss francs was Sfr. 211,707 in 1998 (on an
annualized basis), Sfr. 184,575 in 1997 and Sfr. 172,500 in 1996.
8
<PAGE> 11
OPTION GRANTS
The following table discloses options granted to the Named Executive
Officers during the fiscal year ended January 2, 1999.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
----------------------------------------------------------------
PERCENT OF POTENTIAL REALIZABLE
TOTAL VALUE AT ASSUMED
NUMBER OF OPTIONS/SARs ANNUAL RATES OF
SECURITIES GRANTED TO STOCK PRICE
UNDERLYING EMPLOYEES IN EXERCISE APPRECIATION FOR
OPTION/SARs FISCAL YEAR OR BASE PRICE EXPIRATION OPTION TERM
NAME GRANTED 1998(1) PER SHARE(2) DATE 5% 10%
- ---- ----------- ------------ ------------- ----------- -- ---
<S> <C> <C> <C> <C> <C> <C>
Edward B. Cloues, II ..... -- -- -- -- -- --
Robert L. Weinberg ....... 5,000 5.1% $16.375(3) 2/17/08 $ 51,425 $130,475
Kevin C. Bowen ........... 5,000 5.1% 16.375(3) 2/17/08 51,425 130,475
25,000 25.3% 19.00(4) 7/16/08 298,750 757,000
Lukas Guenthardt ......... 5,000 5.1% 16.375(3) 2/17/08 51,425 130,475
25,000 25.3% 19.00(4) 7/16/08 298,750 757,000
</TABLE>
- ----------------
(1) During fiscal year 1998, options to purchase 99,000 shares of Common Stock
were granted to 28 employees.
(2) The exercise price of the options granted was equal to the fair market
value of the underlying stock on the date of grant.
(3) Options become exercisable in three equal installments commencing on the
first anniversary of the date of grant.
(4) Options become exercisable in five equal installments commencing on the
fifth anniversary of the date of grant.
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<PAGE> 12
OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table sets forth certain information regarding the number
and value of stock options held at January 2, 1999 by the Named Executive
Officers.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES JANUARY 2, 1999 JANUARY 2, 1999(1)
ACQUIRED VALUE ------------------------------- -------------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Edward B. Cloues, II .... -- -- 35,714 64,286 $160,713 $289,287
Robert L. Weinberg ...... 8,000 $ 41,500 14,000 13,000 128,562 88,937
Kevin C. Bowen .......... 500 3,500 10,750 33,250 106,937 50,437
Lukas Guenthardt ........ -- -- 7,500 35,500 72,812 71,437
</TABLE>
- ----------------
(1) Based on the closing price of the Company's Common Stock as reported on the
Nasdaq National Market on December 31, 1998 ($18.50 per share), net of the
option exercise price.
CERTAIN EMPLOYMENT AGREEMENTS
Messrs. Weinberg, Bowen and Guenthardt were employed by the Company or
a subsidiary during fiscal year 1998 under employment agreements with the
Company (the "Employment Agreements"). Under these Employment Agreements,
Messrs. Weinberg, Bowen and Guenthardt are entitled to receive a base salary,
which may be increased from time to time, and such additional compensation and
bonus payments as may be awarded to them. During fiscal year 1998, the annual
base salaries for Messrs. Weinberg, Bowen and Guenthardt were $170,000, $150,000
and $150,000, respectively. (Mr. Guenthardt's base salary was converted into
Swiss francs at the $/Sfr. exchange rate in effect at the beginning of fiscal
year 1998 and was paid in Swiss francs through September 30, 1998, after which
it was paid in U.S. dollars.) As of the beginning of fiscal year 1999, Messrs.
Bowen's and Guenthardt's annual base salaries were increased to $165,000 each.
The Company's obligation to pay such base salaries is subject to its right to
reduce them in the event reductions are generally being made for other officers
of the Company or its subsidiaries holding comparable positions.
Each of the Employment Agreements provides that either the Company or
the employee may terminate the employment term thereunder upon not less than one
year's prior notice. Such employment terms are also subject to termination by
reason of the employee's death or disability or by the Board of Directors at any
time for "cause" as specified in the Employment Agreements. In addition, the
Company has the right to terminate any of Messrs. Weinberg, Bowen or Guenthardt
at any time without cause by paying him a lump sum amount equal to 100% of his
then-annual base salary or, if the previously described one-year notice of
termination has already been given by the Company to him, the portion thereof
relating to the balance of the employment term.
Mr. Cloues was employed by the Company during fiscal year 1998 under an
employment agreement with the Company pursuant to which he served as the
Company's Chairman of the Board of Directors and Chief Executive Officer. During
fiscal year 1998, Mr. Cloues received a base salary of $380,000, a bonus of
$285,000 and a restricted stock grant for 7,500 shares of Common Stock (which
restrictions lapsed on January 5, 1999). In addition, on January 5, 1999, Mr.
Cloues received a stock grant for 12,500 shares of Common Stock, of which 2,500
shares were unrestricted and 10,000 shares were restricted, with the restriction
to lapse on January 5, 2000
10
<PAGE> 13
provided that Mr. Cloues is still employed by the Company on that date. The
foregoing stock grants were made in accordance with Mr. Cloues' employment
agreement. As of the beginning of fiscal year 1999, Mr. Cloues' annual base
salary was increased to $400,000.
Mr. Cloues' employment agreement provides that he can terminate the
agreement upon not less than 90 days prior notice. The agreement also provides
that the Company may terminate the employment term thereunder without cause
effective at any time after January 8, 2001, but the Company must provide Mr.
Cloues with not less than two years prior notice of such termination. At Mr.
Cloues' election, he may then terminate the employment term ("Termination Event
One"). After January 8, 2001, the Company may terminate the employment term
without cause upon not less than 30 days prior written notice ("Termination
Event Two"). Upon the occurrence of Termination Event One or Two, Mr. Cloues
would be entitled to a lump sum payment equal to 200% of his then-annual base
salary. Mr. Cloues' employment term is also subject to termination by reason of
his death or disability or by the Board of Directors at any time for "cause" as
specified in his employment agreement.
Mr. Cloues' employment agreement also includes provisions relating to a
termination of employment upon a "change of control" (as specified in his
employment agreement). Mr. Cloues' employment agreement applies to a termination
of employment upon or within one year after a "change in control" which, if such
termination was initiated by the Company or any successor thereto, was for any
reason other than death, disability or "cause" or which, if such termination was
initiated by Mr. Cloues, was at his sole discretion without regard to reason. In
the event of the termination of employment of Mr. Cloues upon a "change of
control," his employment agreement provides that, subject to certain
limitations, the Company would pay him (i) an amount equal to three times his
annual base salary in effect either immediately prior to the termination of
employment or immediately prior to the "change of control," whichever is higher
and (ii) unless Mr. Cloues notifies the Company in writing that he intends to
retain his options, an amount equal to the spread (the excess of market value
over exercise price) on any stock options then held by him, whether or not such
options were exercisable at the date of termination.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE FOLLOWING REPORT OF THE
COMPENSATION AND HUMAN RESOURCES COMMITTEE AND THE PERFORMANCE GRAPH ON
PAGE 14 SHALL NOT BE DEEMED INCORPORATED BY REFERENCE BY ANY GENERAL
STATEMENT INCORPORATING BY REFERENCE THIS PROXY STATEMENT INTO ANY
FILING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, EXCEPT TO THE EXTENT THAT
THE COMPANY SPECIFICALLY INCORPORATES THIS INFORMATION BY REFERENCE,
AND SHALL NOT OTHERWISE BE DEEMED FILED UNDER SUCH ACTS.
REPORT OF THE COMPENSATION
AND HUMAN RESOURCES COMMITTEE
As members of the Compensation and Human Resources Committee (the
"Compensation Committee"), it is our duty to review the compensation paid to the
Named Executive Officers, to recommend to the Board the annual base salary of
the Company's Chief Executive Officer, to approve the annual base salaries of
the other Named Executive Officers and of all other officers of the Company and
to approve all bonuses and other material compensation granted to such persons.
In addition, we also constitute the committee (the "Stock Option Committee")
which administers the Company's 1996 Equity Compensation Plan and thus are
responsible for the granting of stock options, stock appreciation rights and
restricted stock to officers and employees of the Company. These duties and the
other responsibilities of the Compensation Committee are more fully described on
page 5 of this Proxy Statement under the caption "Matters Concerning Directors -
Committees and Meetings." In fulfilling these duties and responsibilities, it is
the Compensation Committee's goal to have a policy that will enable the Company
to attract, retain and reward senior officers who contribute to both its
short-term and long-term success. The members of the Compensation Committee are
all non-employee, independent directors.
11
<PAGE> 14
The Company's compensation policy for senior officers is to pay
competitively and to be fair and equitable in the administration of pay. This is
the same policy applicable to all employees of the Company. The Company seeks to
balance the compensation paid to a particular individual with the compensation
paid to other executives holding comparable positions both inside the Company
and at other similar companies.
For fiscal year 1998, the Compensation Committee recommended and the
Board approved an incentive compensation program consisting of two parts, one
involving cash payments and the other the grant of stock options. Under this
program, no incentive compensation was earned until the Company's pre-tax budget
for 1998 was met; the incentive compensation pool was then filled until it
equaled 20% of pre-tax, pre-incentive compensation income. Thereafter, the
incentive compensation pool continued to increase by an amount equal to 20% of
all additional pre-tax, pre-incentive compensation income. The total incentive
compensation pool was then split approximately 50/50 between an identified group
of managers and all other employees, with specific awards dependent on both
overall corporate and local performance. All incentive compensation awards were
paid in cash, and, except for the Chief Executive Officer's award, each Named
Executive Officer's award was based on the Chief Executive Officer's
recommendation to the Compensation Committee. This recommendation was based on
the Chief Executive Officer's subjective judgment but took into account a number
of factors, including the performance of the unit for which such officer was
responsible, overall corporate results, teamwork, growth strategy implementation
and any special accomplishments of the individual in question. The amount of the
incentive compensation award to the Chief Executive Officer during fiscal year
1998 was determined by the Compensation Committee as described in the next
paragraph. With respect to stock options, up to 50,000 were eligible to be
granted under the program as a result of the Company achieving its objective of
15% earnings per share growth in fiscal year 1998. In the beginning of fiscal
year 1999, the members of the Compensation Committee, acting as the Stock Option
Committee, approved grants of non-qualified options to purchase 46,000 shares of
Common Stock, and all such grants were at market price on the grant date, vest
over four years from that date and have a life of ten years.
Since the Company achieved its fiscal year 1998 pre-tax budget, bonuses
were paid under the program, including a $285,000 bonus to Edward B. Cloues, II,
the Company's Chief Executive Officer. Mr. Cloues' bonus was determined by the
Compensation Committee and reflected the Compensation Committee's recognition of
the key role played by Mr. Cloues during fiscal year 1998, including the
Company's achievement of record financial results as well as of certain key
non-financial objectives such as the centralization of its research and
development efforts. The awards made to the other three Named Executive Officers
of the Company were recommended by Mr. Cloues on the basis described in the
immediately preceding paragraph and approved by the Compensation Committee, and
they equaled $45,000 for Mr. Weinberg and $75,000 for each of Messrs. Bowen and
Guenthardt. None of these four Named Executive Officers received option grants
under the Company's 1998 incentive compensation program; however, as described
below, on July 16, 1998 each of Messrs. Bowen and Guenthardt was awarded an
incentive stock option to purchase 25,000 shares of Common Stock at an exercise
price of $19.00 per share.
For fiscal year 1999, the Compensation Committee has recommended and
the Board has approved an incentive compensation program that is substantially
similar to last year's program with respect to cash payments but does not
provide for the grant of stock options. It is expected that future stock options
will be granted by the Stock Option Committee on a case-by-case basis, as and
when deemed appropriate.
As with respect to bonuses, the decisions of the Compensation Committee
regarding salaries are subjective and not based on any list of specific
criteria. The Company's Chief Executive Officer, Edward B. Cloues, II, had a
1998 base salary of $380,000 as required by his employment agreement with the
Company. With respect to the Company's other executive officers, their annual
base salaries during fiscal year 1998 were as follows: Mr. Weinberg, $170,000;
Mr. Bowen, $150,000; and Mr. Guenthardt, $150,000. Effective at the beginning of
fiscal year 1999, Mr. Cloues' annual base salary was increased to $400,000, and
the annual base salaries for Messrs. Bowen and Guenthardt were increased to
$165,000 each. Mr. Weinberg's base salary was left unchanged. The Committee
accepted the Chief Executive Officer's salary recommendations for Messrs.
Bowen, Guenthardt and
12
<PAGE> 15
Weinberg, which were based on many of the factors described above with respect
to incentive compensation awards. The same was also true of the factors which
the Committee took into account in determining the Chief Executive Officer's
1999 salary.
As stated above, the members of the Compensation Committee also serve
as the members of the Stock Option Committee which administers the 1996 Equity
Compensation Plan providing for grants of stock options, stock appreciation
rights and restricted stock. The purpose of stock option grants is to provide an
additional incentive to key employees to work to maximize shareholder value, and
vesting periods may be utilized to encourage such employees to remain with the
Company. Stock option grants are entirely at the discretion of the Stock Option
Committee, including their timing, the recipients thereof and the number of
shares underlying any particular grant. In the beginning of fiscal year 1998,
non-qualified stock options for an aggregate of 49,000 shares were granted
pursuant to the Company's 1997 incentive compensation program, and non-qualified
stock options for an aggregate of 46,000 shares were granted in the beginning of
fiscal year 1999 pursuant to the Company's 1998 incentive compensation program
described above. Further, pursuant to Mr. Cloues' employment agreement, he
received on October 7, 1998 a restricted stock grant for 7,500 shares of Common
Stock under the 1996 Equity Compensation Plan, with the restriction lapsing on
January 5, 1999, and he also received on January 5, 1999 a stock grant for
12,500 shares of Common Stock under the 1996 Equity Compensation Plan, of which
2,500 shares were unrestricted and 10,000 shares were restricted, with the
restriction to lapse on January 5, 2000 provided that Mr. Cloues is still
employed by the Company on that date. In addition, in order to provide Messrs.
Bowen and Guenthardt with long term, company performance-related compensation,
the Stock Option Committee in July 1998 granted to each of them under the 1996
Equity Compensation Plan, incentive stock options to purchase 25,000 shares of
Common Stock that vest in five equal installments commencing on the fifth
anniversary of the date of grant. All stock option grants were at market price
on the date of grant.
In summary, we believe that the combination of salary, bonus, stock
options and awards and other compensation received by each of the Named
Executive Officers for fiscal year 1998 was reasonable in view of their past and
anticipated future contributions to the Company.
Payments during 1998 to the Company's executives as discussed above
were made with regard to the provisions of Section 162(m) of the Internal
Revenue Code. Section 162(m) limits the deduction that may be claimed by a
"public company" for compensation paid to certain individuals to $1 million
except to the extent that any excess compensation is "performance-based
compensation." It is the Compensation Committee's intention that as a general
rule compensation should not be limited as to its deductibility under Section
162(m).
COMPENSATION AND HUMAN RESOURCES COMMITTEE
Norman Cohen, Chairman
Richard J. Pinola
Jean Head Sisco
March 12, 1999
13
<PAGE> 16
PERFORMANCE GRAPH
The following line graph compares the yearly change in the cumulative
total shareholder return on the Company's Common Stock for the past five fiscal
years with the cumulative total return of the Standard & Poor's 500 Stock Index
(the "S&P 500") and the Dow Jones Factory Equipment Industry Group, which is
described more fully below (the "Factory Equipment Group"). The graph assumes
that $100 was invested at the end of fiscal year 1993 in the Company's Common
Stock, the S&P 500 and the Factory Equipment Group. Dividend reinvestment has
been assumed and, with respect to companies in the Factory Equipment Group, the
returns of each such company have been weighted at each measurement point to
reflect relative stock market capitalization.
[PERFORMANCE GRAPH]
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
K-Tron International, Inc. 100 104.88 60.98 100.00 168.29 180.49
S&P 500 Index 100 101.32 139.40 171.41 228.59 293.92
Factory Equipment Group 100 99.01 130.57 134.14 149.63 128.34
The Factory Equipment Group is not a "published industry or
line-of-business index" as that term is defined by Securities and Exchange
Commission regulations. Accordingly, the Factory Equipment Group is considered a
"peer index," and the identity of the issuers used in the index is as follows:
American Vanguard Corp., Baldwin Technology Inc. Class A, Bethlehem Corporation,
Binks Sames Corp., Bridgeport Machines Inc., Brown & Sharpe Manufacturing Co.
Class A, Chicago Rivet & Machine Co., Devlieg-Bullard Inc., Farrel Corporation,
Flow International Corp., Gardner Denver, Inc., Gleason Corporation, Gorman-Rupp
Company, Hirsch International Corp. Class A, Hurco Companies Inc., Innovex Inc.,
Inotek Technologies Corp., Interlake Corp., Invivo Corporation, K-Tron
International, Inc., Katy Industries, Inc., Key Technology Inc., Kulicke & Soffa
Industries, Inc., Lynch Corporation, McClain Industries, Inc., Middleby
Corporation, Milacron Inc., Monarch Machine Tool Co., Moore Products Co., Paul
Mueller Company, Nordson Corporation, Oilgear Company, Orbotech Ltd., Princeton
Media Group Inc., Quipp, Inc., Regal-Beloit Corp, Riviera Tool Company, Secom
General Corporation, Selas Corporation of America, SI Handling Systems, Inc.,
Sonics & Materials, Inc., Speizman Industries Inc., L.S. Starrett Company, Summa
Industries, Taylor Devices, Inc., Thermo Fibertek Inc., Thermo Terratech, Inc.,
Twin Disc Incorporated, Unit Instruments Inc.(CA), Utilx Corporation and Valmet
Oy Ads.
14
<PAGE> 17
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP has served as the Company's independent public
accountants and auditors since 1994. It is management's expectation that Arthur
Andersen LLP will continue in such capacity for the current year, but this
matter has not yet been considered by the Board of Directors. A representative
of Arthur Andersen LLP is expected to be present at the Annual Meeting with the
opportunity to make a statement if he or she desires to do so and to be
available to respond to appropriate questions.
SHAREHOLDER PROPOSALS -- 2000 ANNUAL MEETING
Shareholders may submit proposals on matters appropriate for
shareholder action at annual meetings in accordance with regulations adopted by
the Securities and Exchange Commission. Any proposal which an eligible
shareholder desires to have presented at the 2000 annual meeting of shareholders
(which is expected to be held on or about May 5, 2000) concerning a proper
subject for inclusion in the proxy statement and for consideration at the annual
meeting, will be included in the Company's proxy statement and related proxy
card if it is received by the Company no later than November 27, 1999.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires that directors and certain officers of the Company, and persons who own
more than ten percent of the Company's Common Stock, file reports of ownership
of Company securities and changes in ownership of Company's securities with the
Securities and Exchange Commission. The Company believes that all filings
required to be made during fiscal year 1998 were made on a timely basis.
OTHER MATTERS
The Board of Directors of the Company does not intend to bring any
other matters before the Annual Meeting and has no reason to believe any other
matters will be presented. If, however, other matters properly do come before
the meeting, it is the intention of the persons named as proxy agents in the
enclosed Proxy Card to vote upon such matters in accordance with their judgment.
By Order of the Board of Directors,
Mary E. Vaccara
Secretary
March 26, 1999
15
<PAGE> 18
K-TRON INTERNATIONAL, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned
hereby appoints LEO C. BEEBE and EDWARD B. CLOUES, II, or either of them acting
singly in the absence of the other, each with the power to appoint his
substitute, the Proxy Agents of the undersigned to attend the Annual Meeting of
Shareholders of K-Tron International, Inc. (the "Company") to be held at the
Company's principal executive offices at Routes 55 and 553, Pitman, New Jersey,
on May 7, 1999, at 10:00 a.m., local time, and any postponements or adjournments
thereof, and with all powers the undersigned would possess if personally
present, to vote upon the following matters as indicated below.
PLEASE MARK, SIGN AND DATE THIS PROXY CARD AND PROMPTLY RETURN IT USING THE
ENCLOSED ENVELOPE.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
SEE REVERSE
SIDE
<PAGE> 19
[X] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE
FOR WITHHELD
1. Election of NOMINEE: Robert A. Engel
Director [ ] [ ]
Class II
2. In their discretion, the Proxy Agents are authorized to vote upon such other
business that may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO INSTRUCTION IS SPECIFIED WITH RESPECT TO A
MATTER TO BE ACTED UPON, THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED FOR
THE NOMINEE FOR ELECTION AS THE CLASS II DIRECTOR. IF ANY OTHER BUSINESS IS
PRESENTED AT THE MEETING, THIS PROXY CONFERS AUTHORITY TO AND SHALL BE VOTED IN
ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS OF THE COMPANY OR
ITS EXECUTIVE COMMITTEE. THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS AND THE RELATED PROXY STATEMENT.
PLEASE MARK, SIGN AND DATE THIS PROXY CARD AND PROMPTLY RETURN IT USING THE
ENCLOSED ENVELOPE.
Signature(s) __________________________________________________ DATE _____, 1999
Please sign exactly as name appears above. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by the President or other authorized officer. If a
partnership, please sign in the partnership name by an authorized person.
