<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (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)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE> 2
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 15, 2000
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 15, 2000 at 10:00
a.m., local time, at the Company's corporate headquarters at Routes 55 and 553,
Pitman, New Jersey for the following purposes:
(1) To elect two directors to Class III of the Board of Directors,
each 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 31,
2000 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
April 7, 2000
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 15, 2000
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 15, 2000 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 April 7, 2000.
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
1, 2000, 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 31,
2000 are entitled to notice of the Annual Meeting and to vote at the Annual
Meeting. As of that date, the Company had outstanding 2,421,405 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 spaces for a
shareholder to vote for the nominees, or to withhold authority to vote for both
nominees or either nominee, for the Board of Directors. The nominees for
election as directors are 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
<PAGE> 4
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 By-Laws. In 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 March 31,
2000 (or as of such other date or dates as may be noted below) with respect to
shares of Common Stock of the Company beneficially owned by each director of the
Company, by each executive officer of the Company, by all current directors and
executive officers of the Company as a group and by each person believed by the
Company to be the beneficial owner of more than 5% of the outstanding shares of
Common Stock. 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 director, executive officer or
shareholder on or within 60 days after March 31, 2000. In the case of directors
and executive officers, the information below has been provided by such persons
at the request of the Company.
2
<PAGE> 5
<TABLE>
<CAPTION>
Name of Individual or Identity of Group Percent of
Number of Shares Common Stock
of Common Stock Outstanding
--------------- -----------
<S> <C> <C>
Directors and Executive Officers:
Edward B. Cloues, II(1)....................................................... 164,218 6.5
Leo C. Beebe(1)(2)............................................................ 62,385 2.6
Dr. Hans-Jurg Schurmann(1).................................................... 23,000 *
Richard J. Pinola(1).......................................................... 19,169 *
Kevin C. Bowen(1)............................................................. 18,323 *
Lukas Guenthardt(1)........................................................... 16,380 *
Jean Head Sisco(1)............................................................ 14,801 *
Norman Cohen(1)............................................................... 9,219 *
Ronald R. Remick(1)(3)........................................................ 8,775 *
Beat Steger(1)................................................................ 4,166 *
Robert A. Engel(1)............................................................ 3,500 *
All current directors and executive officers
as a group (11 persons)(4).................................................. 343,936 13.3
Other 5% Shareholders:
Heartland Advisors, Inc.(5)(6)................................................ 265,000 10.9
T. Rowe Price Associates, Inc.(5)(7).......................................... 256,323 10.6
David L. Babson & Company, Incorporated(5)(8)................................. 196,630 8.1
Fleet Investment Advisors, Inc.(5)(9)......................................... 186,539 7.7
Paradigm Capital Management Inc.(5)(10)....................................... 177,669 7.3
Goldman Sachs Asset Management(5)(11)......................................... 157,346 6.5
Dimensional Fund Advisors, Inc.(5)(12)........................................ 143,100 5.9
</TABLE>
- ---------------
* Less than 1%.
(1) Includes with respect to Mr. Cloues 92,858 shares, Mr. Beebe 2,000
shares, Dr. Schurmann 12,000 shares, Mr. Pinola 12,000 shares, Mr.
Bowen 11,583 shares, Mr. Guenthardt 12,083 shares, Mrs. Sisco 10,900
shares, Mr. Cohen 2,000 shares, Mr. Remick 1,875 shares, Mr. Steger
4,166 shares and Mr. Engel 1,000 shares, all of which shares are
subject to presently exercisable options.
(2) With respect to all such shares, Mr. Beebe shares investment and voting
power with his wife.
(3) Includes 4,900 shares as to which Mr. Remick shares investment and
voting power with his wife.
(4) Includes 162,465 shares subject to presently exercisable options.
(5) On March 23, 2000, the Company repurchased 508,000 shares of Common
Stock pursuant to an issuer tender offer. The number of shares of
Common Stock owned by this shareholder reflects the results of this
tender offer and is based on a recent telephone conversation with such
shareholder updating the information contained in its Schedule 13G or
most recent amendment thereto or otherwise most recently provided to
the Company.
3
<PAGE> 6
(6) As reflected in Schedule 13G dated January 26, 2000. According to
Heartland Advisors, Inc. ("Heartland"), it (i) is a registered
investment adviser and (ii) has sole dispositive power over all such
shares. The principal address of Heartland is 789 North Water Street,
Milwaukee, Wisconsin 53202.
(7) As reflected in Amendment No. 7 to Schedule 13G dated February 7,
2000. According to T. Rowe Price Associates, Inc. ("Price
Associates"), (i) it is a registered investment adviser and (ii)
these shares are owned by T. Rowe Price Small-Cap Value Fund, Inc., a
registered investment company, as to which Price Associates 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.
(8) As reflected in Amendment No. 7 to Schedule 13G dated February 1,
2000. According to David L. Babson and 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.
(9) According to Fleet Investment Advisors, Inc. ("Fleet"), it (i) is a
registered investment adviser and (ii) has sole dispositive power
over all such shares. The principal address of Fleet is One Federal
Street, Boston, Massachusetts 02110.
(10) As reflected in Amendment No. 4 to Schedule 13G dated February 8,
2000. 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.
(11) As reflected in Schedule 13G dated September 10, 1999. According to
Goldman Sachs Asset Management ("Goldman"), a separate operating
division of Goldman Sachs & Co., it (i) is an investment adviser and
(ii) has sole voting and dispositive power over such shares. Goldman
disclaims beneficial ownership of such shares. The principal address
of Goldman is 1 New York Plaza, New York, New York 10004.
(12) As reflected in an amendment to Schedule 13G dated February 3, 2000.
According to Dimensional Fund Advisors Inc. ("Dimensional"), (i) it
is a registered investment adviser 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.
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. Each Class III
director elected at the Annual Meeting will serve until the 2004 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 II and Class IV directors
will expire at the annual meetings to be held in 2002, 2003 and 2001,
respectively, upon the election and qualification of their successors.
4
<PAGE> 7
The Board of Directors, acting on the recommendation of its
Nominating Committee, has nominated Mr. Norman Cohen and Mr. Richard J. Pinola
for election as the Class III directors. Both currently are directors of the
Company.
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.
Norman Cohen and Mr. Richard J. Pinola as the Class III directors. In the event
that a 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 EACH CLASS
III NOMINEE.
Set forth below is certain information with respect to each 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 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 55 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., Chiquita Brands
International, The Neiman-Marcus Group and American Funds Tax-Exempt Series I.
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 74 years
of age.
Class II--Director with Term Continuing until 2003
ROBERT A. ENGEL. Mr. Engel has been a director since 1999, when he
was elected at the 1999 annual meeting of shareholders. Since 1999, Mr. Engel
has been a Managing Director of Gleacher & Co. LLC, a financial advisory and
investment banking firm. From 1995 to 1999, Mr. Engel was the Managing
Director-Head of Mergers and Acquisitions of Gleacher NatWest Inc., a
predecessor firm. From 1986 to 1995, he worked in various capacities at the
investment banking firms of Gleacher & Co., Inc., C. J. Lawrence, Morgan
Grenfell, Inc. and Morgan Grenfell & Co. Ltd. Mr. Engel is 36 years of age.
Class III--Nominees for Terms Continuing until 2004
NORMAN COHEN. Mr. Cohen has been a director since 1974 and was most
recently reelected at the 1996 annual meeting of shareholders. From 1993 to
1999, he was Chairman and Chief Executive Officer of Creative Contracting
Associates, Inc., a clothing manufacturer, and he is now a consultant to a
clothing company. Mr. Cohen is 73 years of age.
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
5
<PAGE> 8
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 54 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 (now Rowan University), 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 82
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 52 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 1999, the Board of Directors held six meetings (including one by
telephone conference), the Executive Committee did not meet, the Audit and
Finance Committee held three meetings, the Compensation and Human Resources
Committee held four meetings, 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 1999 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
executive officers, approves the granting of any bonuses to such 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 recommend to the Board nominees for
election as directors and the membership of all Board committees. The Stock
Option Committee is
6
<PAGE> 9
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 Engel, 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 a 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. All directors are in compliance with this guideline.
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
7
<PAGE> 10
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.
EXECUTIVE COMPENSATION
COMPENSATION
The following table sets forth certain information with respect to
compensation earned during fiscal years 1999, 1998 and 1997 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
1999 (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
Awards
------------------------
Number of
Annual Compensation Shares of Number of
----------------------------------------- Restricted Stock
Name and Other Annual Stock Options All Other
Principal Position Year Salary Bonus Compensation(1) Granted Granted Compensation(2)
------------------ ---- ------ ----- --------------- ------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Edward B. Cloues, II(3) ........... 1999 $400,000 $200,000 $14,861(4) 12,500 0 $32,540
Chief Executive Officer 1998 380,000 285,000 15,371(4) 7,500 0 22,234
and Chairman of the
Board of Directors
Ronald R. Remick(5) ............... 1999 $109,792 $33,333 $455(4) 2,000 7,500 $1,546
Senior Vice President,
Chief Financial Officer
and Treasurer
Kevin C. Bowen .................... 1999 $165,000 $50,000 $316(4) 0 0 $15,951
President and Chief 1998 150,000 75,000 342(4) 0 30,000 17,126
Executive Officer of 1997 137,825 50,521 342(4) 0 0 16,473
K-Tron America, Inc.
Lukas Guenthardt .................. 1999 $165,000 $50,000 $176(4) 0 0 $11,678
Senior Vice President - 1998 147,460(6) 75,000 225(4) 0 30,000 21,346
Strategic Planning, 1997 127,209(6) 50,521 0 0 0 16,314
Product Development
and Marketing
Beat Steger(7) .................... 1999 $114,028(8) $34,544 0 0 6,000 $17,000
Managing Director of
K-Tron (Schweiz) AG
</TABLE>
----------------
(1) In fiscal years 1999, 1998 and 1997, 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.
(2) The amounts disclosed in this column include:
8
<PAGE> 11
(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 1999 - Mr. Cloues $9,600, Mr.
Bowen $9,600 and Mr. Guenthardt $9,600. For fiscal year 1998 - Mr. Bowen
$10,560 and Mr. Guenthardt $2,475. For fiscal year 1997 - Mr. Bowen
$9,500. 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 1999 -
Mr. Cloues $4,480, Mr. Bowen $4,978 and Mr. Guenthardt $1,462. For fiscal
year 1998 - Mr. Cloues $3,141 and Mr. Bowen $5,025. For fiscal year 1997 -
Mr. Bowen $5,432.
(c) Company and subsidiary payments of premiums for additional group term
life insurance on behalf of the following Named Executive Officers: For
fiscal year 1999 - Mr. Cloues $852, Mr. Remick $836, Mr. Bowen $528 and
Mr. Guenthardt $324. For fiscal year 1998 - Mr. Cloues $1,152, Mr. Bowen
$696 and Mr. Guenthardt $408. For fiscal year 1997 - Mr. Bowen $696.
(d) Company and subsidiary payments of premiums for additional life
insurance on behalf of the following Named Executive Officers: For fiscal
year 1999 - Mr. Cloues $2,792, Mr. Remick $710, Mr. Bowen $845 and Mr.
Guenthardt $292. For fiscal year 1998 - Mr. Cloues $2,612 and Mr. Bowen
$845. For fiscal year 1997 - Mr. Bowen $845.
(e) Company payments of premiums for additional disability insurance on
behalf of the following Named Executive Officers: For fiscal year 1999 -
Mr. Cloues $15,966. For fiscal year 1998 - Mr. Cloues $15,329.
(f) Subsidiary contributions in U.S. dollars (based on the average $/Sfr.
exchange rate of $.6645 for 1999, $.692 for 1998 and $.689 for 1997) to
the Swiss pension plan on behalf of the following Named Executive
Officers: For fiscal year 1999 - Mr. Steger, $17,000. For fiscal year 1998
- Mr. Guenthardt, $18,468. For fiscal year 1997 - Mr. Guenthardt, $16,314.
(3) On January 5, 1998, Mr. Cloues joined the Company as its Chief Executive
Officer; therefore, his compensation for fiscal year 1997 is not required
to be disclosed.
(4) Represents amounts reimbursed to certain Named Executive Officers for
estimated income taxes incurred with respect to additional life and
disability insurance purchased on their behalf.
(5) On May 10, 1999, Mr. Remick joined the Company as its Senior Vice
President, Chief Financial Officer and Treasurer; therefore, his
compensation for fiscal years 1998 and 1997 is not required to be
disclosed.
(6) Prior to June 1, 1998, Mr. Guenthardt served as Managing Director and
Chief Executive Officer of K-Tron (Schweiz) AG, 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 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 rate (i) for the portion of 1998 for which he was paid in Swiss
francs of $.692 and (ii) for 1997 of $.689. Mr. Guenthardt's salary in
Swiss francs was Sfr. 211,707 in 1998 (on an annualized basis) and Sfr.
184,575 in 1997.
(7) Mr. Steger became an executive officer in 1999; therefore, his
compensation for fiscal years 1998 and 1997 is not required to be
disclosed.
(8) Mr. Steger's compensation was paid in Swiss francs. The salary, bonus and
other compensation amounts included in table for Mr. Steger were expressed
in U.S. dollars using the average $/Sfr. exchange rate for 1999
9
<PAGE> 12
of $.6645. Mr. Steger's 1999 salary and bonus in Swiss francs were 171,600
Swiss francs and 52,000 Swiss francs, respectively.
OPTION GRANTS
The following table discloses options granted to the Named Executive
Officers during the fiscal year ended January 1, 2000.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------------------------------
POTENTIAL REALIZABLE
PERCENT OF 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 1999(1) PER SHARE(2) DATE 5% 10%
- ---- ------- ------- ------------ ---- ------- ------
<S> <C> <C> <C> <C> <C> <C>
Edward B. Cloues, II .......... -- -- -- -- -- --
Ronald R. Remick .............. 7,500(3) 14.0 $18.375 5/9/09 $86,663 $219,638
Kevin C. Bowen ................ -- -- -- -- -- --
Lukas Guenthardt .............. -- -- -- -- -- --
Beat Steger ................... 6,000(3) 11.2 $17.625 2/16/09 $66,510 $168,570
</TABLE>
- -------------------
(1) During fiscal year 1999, options to purchase 53,500 shares of Common Stock
were granted to 30 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 four equal annual installments commencing on
the first anniversary of the date of grant.
10
<PAGE> 13
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 1, 2000 by the Named Executive
Officers.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
UNEXERCISED UNEXERCISED IN-THE-
OPTIONS AT MONEY OPTIONS AT
JANUARY 1, 2000 JANUARY 1, 2000(1)
---------------------------- -----------------------------
SHARES
ACQUIRED VALUE
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Edward B. Cloues, II -- -- 64,286 35,714 -- --
Ronald R. Remick -- -- -- 7,500 -- --
Kevin C. Bowen 2,500 $13,906 9,916 31,584 $42,562 $23,562
Lukas Guenthardt -- -- 10,416 32,584 $37,812 $30,812
Beat Steger -- -- 1,833 8,667 $7,250 $7,250
</TABLE>
- -------------------
(1) Based on the closing price of the Company's Common Stock as reported on
the Nasdaq National Market on December 31, 1999 ($13.50 per share), net of
the option exercise price.
CERTAIN EMPLOYMENT AGREEMENTS
Messrs. Remick, Bowen and Guenthardt were employed by the Company or
a subsidiary during fiscal year 1999 under employment agreements with the
Company (the "Employment Agreements"). Under the Employment Agreements, Messrs.
Remick, 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 1999, the annual base salaries for
Messrs. Remick, Bowen and Guenthardt were $170,000, $165,000 and $165,000,
respectively. As of the beginning of fiscal year 2000, Messrs. Remick's, Bowen's
and Guenthardt's annual base salaries were increased to $178,500, $173,250 and
$173,250, respectively. 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.
Under Mr. Remick's employment agreement, on the commencement date of
his employment with the Company, he received (i) a grant of 2,000 shares of
restricted stock under the Company's 1996 Equity Compensation Plan, with the
restriction to lapse on May 10, 2000 provided that he is still employed by the
Company on that date, and (ii) a stock option grant to purchase 7,500 shares of
Common Stock at a purchase price equal to the fair market value on the date of
grant, with 1,875 shares to vest on each of the first, second, third and fourth
anniversaries of the date of grant. Mr. Remick is to receive similar option
grants for 7,500 and 5,000 shares of Common Stock, respectively, on the first
and second anniversaries of the commencement of his employment with the Company.
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
11
<PAGE> 14
specified in the Employment Agreements. In addition, the Company has the right
to terminate any of Messrs. Remick, 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 1999 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 1999, Mr. Cloues' base salary was $400,000. 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, which
restriction lapsed on January 5, 2000. The foregoing stock grants were made
under the 1996 Equity Compensation Plan and in accordance with Mr. Cloues'
employment agreement. As of the beginning of fiscal year 2000, Mr. Cloues'
annual base salary was increased to $420,000.
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 15 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, to approve all bonuses and other material
compensation granted to the Chief Executive
12
<PAGE> 15
Officer and other Named Executive Officers and to approve the total amount of
all bonuses paid by the Company. 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 6 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.
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 1999, the Compensation Committee approved an overall
cash bonus pool of approximately $1,295,000, which was approximately 60.5% of
fiscal year 1998's cash bonus pool, based in large part on the fact that the
Company achieved a 9.9% increase in earnings per share from $2.03 in fiscal year
1998 to $2.23 in fiscal year 1999. In making this determination, the
Compensation Committee varied from the incentive compensation program adopted by
it and the Board at the beginning of fiscal year 1999 which was tied to pre-tax,
pre-incentive compensation income of the Company. While this formula would have
produced a lower cash bonus for fiscal year 1999 than was actually paid, the
Compensation Committee felt that a portion of the losses and one-time
reorganization costs relating to the Hasler business should be removed from the
calculation in order to achieve a fair result for the year. If the Hasler losses
had been excluded entirely from the calculation, the fiscal year 1999 bonus pool
(using the program approved at the beginning of fiscal year 1999) would have
exceeded fiscal year 1998's bonus pool of $2,139,000. Unlike recent years when
grants of stock options were part of the incentive compensation program, no
stock options were granted this year in connection with bonus awards.
Approximately 55% of the overall cash bonus pool was awarded to a
group of 34 executives and managers and 45% to 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 and
any special accomplishments of the individual in question. The amount of the
incentive compensation awarded to the Chief Executive Officer for fiscal year
1999 and the reasons for it are described in the next paragraph.
Edward B. Cloues, II, the Company's Chief Executive Officer, received
a $200,000 bonus for fiscal year 1999, which was equal to 50% of his 1999 base
salary. 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 1999, including the Company's achievement of record
net income and earnings per share and its progress in achieving the goals
embodied in the six top priorities for 1999 and 2000 that were outlined by Mr.
Cloues in his letter to shareholders included in the 1998 annual report. The
awards made to the other four 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
approximately 30% of each of their 1999 base salaries.
For fiscal year 2000, the Compensation Committee has not yet made any
formal recommendation to the Board regarding a 2000 incentive compensation
program, but 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,
rather than as part of any such program.
13
<PAGE> 16
As with 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
1999 base salary of $400,000. With respect to the other four Named Executive
Officers, their annual base salaries during fiscal year 1999 were as follows:
Mr. Remick, $170,000; Mr. Bowen, $165,000; Mr. Guenthardt, $165,000; and Mr.
Steger, 171,600 Swiss francs. Effective at the beginning of fiscal year 2000,
Mr. Cloues' annual base salary was increased to $420,000, and the annual base
salaries for Messrs. Remick, Bowen, Guenthardt and Steger were increased to
$178,000, $173,250, $173,250 and 195,000 Swiss francs, respectively. The
Compensation Committee accepted the Chief Executive Officer's salary
recommendations for Messrs. Remick, Bowen, Guenthardt and Steger, 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
Compensation Committee took into account in determining the Chief Executive
Officer's 2000 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 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 as part of the incentive compensation program for 1998, including a stock
option grant to Mr. Steger to purchase 6,000 shares. 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. In addition, pursuant to Mr. Cloues' employment agreement, he
received on January 5, 1999 a stock grant for 12,500 shares of Common Stock,
2,500 of which were unrestricted and 10,000 of which were restricted, with the
restriction lapsing on January 5, 2000. Further, pursuant to Mr. Remick's
employment agreement, he received a stock option grant to purchase 7,500 shares
of Common Stock at an exercise price equal to the fair market value on the date
of grant, which was when he joined the Company on May 10, 1999, and a restricted
stock grant for 2,000 shares of Common Stock, which restriction lapses on May
10, 2000, provided that he is still employed by the Company on that date.
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 1999 was reasonable in view of their past and
anticipated future contributions to the Company.
Payments during 1999 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 24, 2000
14
<PAGE> 17
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 1994 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]
<TABLE>
<CAPTION>
DOLLARS
-------------------------------------------------------
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
K-Tron International, Inc. 100 58.14 95.35 160.47 172.09 125.58
S&P 500 Index 100 137.58 169.17 225.61 290.09 351.13
Factory Equipment Group 100 131.86 135.10 153.50 121.91 120.01
</TABLE>
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 companies used in the index is as follows:
Baldwin Technology Inc. Class A, Bethlehem Corporation, Brown & Sharpe
Manufacturing Co. Class A, Chicago Rivet & Machine Co., Farrel Corporation, Flow
International Corp., Gardner Denver, Inc., Genesis Worldwide, Inc., Gleason
Corporation, Gorman-Rupp Company, Hirsch International Corp. Class A, Hurco
Companies Inc., Innovex Inc., 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., Moore Products Co., Paul Mueller Company, Nordson Corporation, Oilgear
Company, Quipp, Inc., Regal-Beloit Corp, Riviera Tool Company, Sames
Corporation, Secom General Corporation, Selas Corporation of America, SI
Handling Systems, Inc., Speizman Industries Inc., L.S. Starrett Company, Summa
Industries, Taylor Devices, Inc., Thermo Fibertek Inc., Thermo Terratech, Inc.,
Twin Disc Incorporated and Utilx Corporation.
15
<PAGE> 18
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 -- 2001 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 2001 annual meeting of shareholders
(which is expected to be held on or about May 11, 2001) 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 25, 2000.
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 1999 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
April 7, 2000
16
<PAGE> 19
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 Route 55 and 553, Pitman, New Jersey,
on May 15, 2000, 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> 20
[X] Please mark your
votes as in this
example
FOR WITHHELD Nominee: Norman Cohen
1. Election of [ ] [ ] Richard J. Pinola
Directors
Class III
For, except vote withheld from the following nominee(s):
_____________________________________________________________________________
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
ALL NOMINEES FOR ELECTION AS THE CLASS III DIRECTORS. 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 _____________, 2000
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.
