April 20, 1994
NOTICE OF MEETING
DEAR SHAREHOLDER:
You are cordially invited to attend the Annual Meeting of Shareholders
of Syncor International Corporation on Tuesday, May 10, 1994, beginning at
1:00 p.m. local time. The meeting will be held at Harbor Court Hotel, 550
Light Street, Baltimore, Maryland.
Enclosed you will find the proxy statement and the Annual Report for
the seven-month transition period ended December 31, 1993. This Notice of the
Annual Meeting and the proxy statement on the following pages cover the
formal business of the meeting which includes the election of three of the
eight Directors for a three-year term.
We urge all Syncor shareholders to vote using the enclosed proxy card.
Thank you for your continued confidence and support.
Sincerely,
MONTY FU GENE R. MCGREVIN
CHAIRMAN OF THE BOARD PRESIDENT AND CHIEF EXECUTIVE OFFICER
SYNCOR INTERNATIONAL CORPORATION
20001 PRAIRIE STREET
CHATSWORTH, CALIFORNIA 91311
PROXY STATEMENT
FOR ANNUAL MEETING MAY 10, 1994
PERSONS MAKING THE SOLICITATION
The enclosed proxy is solicited by the Board of Directors of Syncor
International Corporation ("SYNCOR") for use at the annual meeting of
shareholders of Syncor ("ANNUAL MEETING") to be held May 10, 1994 at the
Harbor Court Hotel, 550 Light Street, Baltimore, Maryland 21202, beginning at
1:00 p.m. local time, and any postponement(s) or adjustment(s) thereof.
Syncor's proxy statement and form of proxy/voting instruction card are being
mailed to the shareholders commencing April 20, 1994. Syncor will bear the
cost of mailing the proxy material. In addition to solicitation by mail,
proxies may be solicited by Directors, Executive Officers or employees of
Syncor in person or by telephone or otherwise. They will not be specifically
compensated for such services.
GENERAL INFORMATION
Votes cast by proxy or in person at the Annual Meeting will be counted by the
persons appointed by Syncor to act as election inspectors for the meeting.
The election inspectors will treat shares represented by proxies that reflect
abstentions as shares that are present and entitled to vote for purposes of
determining the presence of a quorum and for purposes of determining the
outcome of any matter submitted to the shareholders for a vote. Abstentions,
however, do not constitute a vote "for" or "against" any matter.
The election inspectors will treat shares referred to as "broker non-votes"
(i.e., shares held by brokers or nominees as to which instructions have not
been received from the beneficial owners or other persons entitled to vote
and that the broker or nominee does not have discretionary power to vote on a
particular matter) as shares that are present and entitled to vote for
purposes of determining the presence of a quorum. However, for purposes of
determining the outcome of any matter as to which the broker has physically
indicated on the proxy that it does not have discretionary authority to vote,
those shares will be treated as not present and not entitled to vote (even
though the same shares are present for quorum purposes and may be entitled to
vote on other matters).
Any unmarked proxies, including those submitted by brokers or nominees, will
be voted as indicated in the accompanying proxy and as summarized elsewhere
in this proxy statement.
Your executed proxy may be revoked at any time before it is exercised by
filing with the Secretary of Syncor at the principal executive office of
Syncor, 20001 Prairie Street, Chatsworth, California 91311, a duly executed
written revocation or a duly executed proxy bearing a later date. The
execution of the enclosed proxy will not affect your right to vote in person
should you later find it convenient to attend this Annual Meeting and desire
to vote.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The number of shares of the $.05 par value common stock of Syncor ("COMMON
STOCK"), outstanding and entitled to vote at the Annual Meeting, is
10,527,834 shares. Each share is entitled to one vote and the holders
thereof are not entitled to cumulate their votes in the election of
Directors. Only shareholders of record at the close of business on March 11,
1994, are entitled to notice and to vote at the Annual Meeting. Shares
represented by all valid proxies will be voted in accordance with the
instructions contained in the proxies. IN THE ABSENCE OF INSTRUCTIONS,
SHARES REPRESENTED BY VALID PROXIES WILL BE VOTED IN ACCORDANCE WITH THE
RECOMMENDATIONS OF THE BOARD OF DIRECTORS AS SHOWN ON THE PROXY.
The presence, either in person or by proxy, of the persons entitled to vote a
majority of Syncor's shares is necessary for a quorum for the transaction of
business at the Annual Meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth as of March 11, 1994, certain information
concerning persons known to Syncor to own beneficially more than five percent
of the outstanding Syncor Common Stock (the only class of Syncor's voting
securities). All ownership is direct except as noted.
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT OF
OF BENEFICIAL OWNERS OWNERSHIP CLASS (1)
____________________ _________ _________
MONTY FU (2)
20001 Prairie Street, Chatsworth 697,493 6.6%
WELLINGTON MANAGEMENT COMPANY
75 State Street, Boston, MA 02109 621,329 5.9%
UNION BANK (3)
Syncor International Corporation ESSOP
445 S. Figueroa St., 5th Floor
Trust Department
Los Angeles, CA 90071 1,147,230 10.9%
(1) Calculated on the basis of 10,527,834 shares of Syncor Common Stock
outstanding. Individual percentages are calculated including shares not
outstanding which the individual has a right to acquire within 60 days
of March 11, 1994, if any, as noted.
(2) Includes 19,400 shares not outstanding which Mr. Fu has the right to
acquire pursuant to options that are exercisable, 6,682 shares in the
ESSOP as of December 31, 1993 and 11,600 shares held as trustee for his
children.
(3) Union Bank is the trustee for Syncor's ESSOP and has the right to vote
the shares according to the plan and in proportion to the vote of the
beneficial owners.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of March 11, 1994, the beneficial
ownership of Syncor Common Stock by each Syncor Director and nominees, each
of the Executive Officers named in the "SUMMARY COMPENSATION TABLE" and by
all Directors, nominees and Executive Officers as a group. All ownership is
direct unless noted.
AMOUNT AND
NATURE OF
NAME OF BENEFICIAL PERCENT OF
BENEFICIAL OWNER OWNERSHIP CLASS (1)
________________ _________ _________
Monty Fu 697,493 (2) 6.6%
Gene R. McGrevin 484,009 (3) 4.6%
Joseph Kleiman 31,033 (4) (*)
Arnold E. Spangler 19,333 (5) (*)
George S. Oki 9,683 (6) (*)
Dr. Steven B. Gerber 21,999 (7) (*)
Dr. Henry N. Wagner, Jr. 3,333 (8) (*)
Dr. Gail R. Wilensky -- (*)
Robert G. Funari -- (*)
Raymond C. Dawson 225,151 (9) 2.1%
Michael A. Piraino -- (*)
All Directors, Nominees
and Executive Officers
as a group (17 Persons) 1,589,482(10) 15.1%
(1) Calculated on the basis of 10,527,834 shares of Syncor Common Stock
outstanding. Percentages and amounts are calculated including shares
not outstanding which the individual or group member has a right to
acquire pursuant to options exercisable within 60 days of March 11,
1994, if any. Exceptions are noted for each individual and the group.
The Executive Officers' 33,204 ESSOP shares are included and separately
noted for named Executive Officers in the following notes.
(2) Includes 19,400 shares not outstanding which the person has the right to
acquire pursuant to options, 6,682 shares under the ESSOP as of December
31, 1993 and 11,600 shares held as trustee for his children.
(3) Includes 475,000 shares not outstanding which the person has the right
to acquire pursuant to options and 4,009 shares under the ESSOP as of
December 31, 1993.
(4) Includes 5,033 shares not outstanding which the person has the right to
acquire pursuant to options.
(5) Includes 14,333 shares not outstanding which the person has the right to
acquire pursuant to options.
(6) Includes 8,683 shares not outstanding which the person has the right to
acquire pursuant to options.
(7) Includes 19,999 shares not outstanding which the person has the right to
acquire pursuant to options.
(8) Includes 3,333 shares not outstanding which the person has the right to
acquire pursuant to options.
(9) Includes 220,000 shares not outstanding which the person had the right
to acquire pursuant to options as of December 31, 1993.
(10) Includes 840,656 shares not outstanding which members of the group have
the right to acquire pursuant to options and separately noted for named
Executive Officers in the above notes.
(*) Less than 1%.
DIRECTORS AND EXECUTIVE OFFICERS
IDENTIFICATION OF DIRECTORS AND NOMINEES
ELECTION OF DIRECTORS
In 1986, Syncor shareholders approved staggered three-year terms for
Directors. Three of the nominees named below are successors to the class
whose term expires at this Annual Meeting and, if elected, will serve until
the Annual Meeting in 1997 and until their respective successors are duly
elected and qualified. The nominees are described below with brief
statements setting forth their present principal occupations, their current
ages, the lengths of time they have served as Directors of Syncor (including
as a Director of a Syncor predecessor) and their business experience during
at least the last five years. All of the nominees are at present Directors
of Syncor. The company where Mr. Oki served as the Chairman of the Board
through March of 1993 is in receivership. There are no family relationships
between any of the nominees, Directors or Executive Officers except that Mr.
Oki is a brother-in-law to Mr. Fu.
All of the nominees have indicated their willingness to serve. However, in
the event that any of them should be unable to serve, the proxies named on
the enclosed proxy card will vote in their discretion for such other persons
as the Board of Directors may recommend, unless the Board of Directors
reduces the number of Directors to eliminate any vacancies. Unless otherwise
instructed, the proxies will vote for all of the nominees.
NOMINEES FOR ELECTION
TERMS EXPIRING IN 1997
STEVEN B. GERBER, M.D. Director since May 1, 1990
Age: 40
Dr. Gerber is a Senior Vice President and pharmaceutical industry analyst for
Oppenheimer & Co., Inc. He was a health care industry analyst with Bateman
Eichler, Hill Richards, Inc. from 1988 to September, 1990. Dr. Gerber has an
M.B.A. in Finance from the University of California, Los Angeles, and is a
board-certified internist and cardiologist with subspecialty training in
Nuclear Cardiology.
ARNOLD E. SPANGLER Director since August 9, 1985
Age: 45
In 1991, Mr. Spangler became a financial consultant and private investor.
From 1989 to 1991, Mr. Spangler was a Managing Director of PaineWebber
Incorporated and a Co-Director of its mergers and acquisitions department.
From 1983 to 1989, Mr. Spangler was a General Partner in the investment
banking firm of Lazard Freres & Co., where he had worked since 1976. He has
worked primarily in the areas of mergers and acquisitions and financial
advising. Mr. Spangler has a B.S. in Economics and an M.B.A.
DR. GAIL R. WILENSKY Director since July 12, 1993
Age: 50
Dr. Wilensky's professional career spans 25 years of policy analysis,
management, and university-level teaching. She is currently a Senior Fellow
at Project HOPE, an international health foundation. Previously, she served
in the White House as Deputy Assistant to the President for Policy
Development. Before joining the White House staff, she was the Administrator
of the Health Care Financing Administration ("HCFA") in the Department of
Health and Human Services for two years. As Administrator, she directed the
Medicare and Medicaid programs. Prior to her government service, she was
Vice President of Health Affairs at Project HOPE. Dr. Wilensky is a
nationally recognized expert on a wide range of health policy and financing
issues and has published extensively on health economics and other policy
issues. Dr. Wilensky has received numerous honors and awards and is an
elected member of the Institute of Medicine of the National Academy of
Sciences. She is a member of many professional societies and serves on
several professional committees and boards and currently serves as a Trustee
of the Combined Benefits Fund of the United Mine Workers of America.
TERMS EXPIRING IN 1995
GENE R. MCGREVIN Director since February 1, 1989
Age: 51
Mr. McGrevin was appointed Director, President and Chief Executive Officer on
February 1, 1989. Previously, he founded Everest Health Care Inc. in 1987,
where as its President and Chief Executive Officer, he concentrated on
management consulting and investment opportunities in start-up and growth
companies. Prior to that, he was Executive Vice President and Board member
of VHA Enterprises Inc., Dallas, Texas, where he established a long-term
strategic direction for the Home Healthcare, Ambulatory Medical Care,
Physician Services and Consulting Services businesses. Mr. McGrevin also
held the position of President of Health Care Product Group at Kimberley-
Clark Corp., key management positions with Danline Inc., Johnson and Johnson,
Citicorp Systems Inc. and Cummins Engine Company. Mr. McGrevin currently is
a member of the Board of Directors of the American Lung Association of Los
Angeles County. Mr. McGrevin has an M.B.A. from the Wharton Graduate School
of Finance and Commerce at the University of Pennsylvania.
GEORGE S. OKI Director since May 17, 1985
Age: 43
Mr. Oki is the Chairman of the Board of Meta Information Services Inc., as of
April 1, 1993. Previously, he was the Chairman of the Board of Oki Nursery,
Inc., where he was employed since 1975. Mr. Oki was a Director of a
predecessor corporation from July, 1982 to August, 1983 and from December,
1984 until its merger into Syncor. Mr. Oki has a B.S. degree in Horticulture
from Colorado State University and an M.B.A from the University of Southern
California.
TERMS EXPIRING IN 1996
MONTY FU Director since May 17, 1985
Age: 47
Mr. Fu is the Chairman of the Board of Directors of Syncor. Mr. Fu was
Chairman of the Board and a Vice President of Syncor International
Corporation, a California corporation, commencing 1982 until it merged into a
predecessor of Syncor. Mr. Fu was co-founder of Pharmatopes, Inc., and
served as Secretary-Treasurer and Director from its inception in 1975 until
July, 1982 when it was acquired by the Syncor California corporation. Mr. Fu
has a B.S. degree in Pharmacy with a specialization in Nuclear Pharmacy.
JOSEPH KLEIMAN Director since August 9, 1985
Age: 74
Mr. Kleiman retired in 1984 as a Director and Senior Vice President with
responsibilities for corporate development of Whittaker Corporation, where he
had been employed since 1958. Mr. Kleiman presently manages a personal
consulting practice. He is also a Director of Diagnostic Products
Corporation and Z-Seven Fund. Mr. Kleiman has a B.S.E. and an M.S.E. in
Chemical Engineering.
HENRY N. WAGNER, JR., M.D. Director since August 3, 1992
Age: 66
Dr. Wagner has spent more than 30 years at The Johns Hopkins University,
pioneering radioactive diagnostics and treatments. He is currently a
Professor of Medicine, Radiology and Radiological Science and Environmental
Health Sciences, as well as the Director of Nuclear Medicine and Radiology,
and Radiological Science and Environmental Health Sciences at the University.
At The Johns Hopkins Hospital, he is Director of the Division of Nuclear
Medicine. Dr. Wagner and his work have been nationally and internationally
recognized with numerous honors and awards, including the prestigious
American Medical Associations Scientific Achievement Award. Dr. Wagner is a
member of many professional societies and serves on several research
committees for such organizations as the National Institutes of Health,
National Research Council and the Nuclear Regulatory Commission.
IDENTIFICATION OF EXECUTIVE OFFICERS
The following persons are all of the Executive Officers of Syncor. The
respective Executive Officers hold the same or similar positions for Syncor
Management Corporation and other wholly owned subsidiaries of Syncor. The
Executive Officers serve at the discretion of the Board of Directors.
Director and/or
Name Age Officer Since Position(s)
____ ___ _______________ ___________
Monty Fu 47 May 1985 Director, Chairman
of the Board
Gene R. McGrevin 51 February 1989 Director, President
and Chief Executive
Officer
Robert G. Funari 46 August 1993 Executive Vice President
and Chief Operating
Officer
Raymond C. Dawson 56 May 1989 Executive Vice
President, Corporate
Strategy (1)
Michael A. Piraino 40 June 1993 Senior Vice President,
Chief Financial Officer
and Treasurer
Jack L. Coffey 42 April 1989 Vice President (2)
Sheila H. Coop 53 November 1992 Vice President, Human
Resources
Richard E. Keesee 53 May 1985 Vice President, Quality
and Regulatory (3)
William A. Kemmel, Jr. 64 May 1985 Vice President, General
Counsel and Secretary
Michael E. Mikity 46 November 1985 Vice President and Chief
Information Officer
Charles A. Smith 41 November 1992 Vice President,
Corporate Development
(1) Mr. Dawson retired on December 31, 1993. He also served as Executive
Vice President and Chief Operating Officer until August 9, 1993.
(2) Mr. Coffey assumed the office of Vice President, Quality and
Regulatory, effective April 1, 1994.
(3) Dr. Keesee resigned as an Executive Officer, effective April 1, 1994,
and he will continue to work on special projects.
BUSINESS EXPERIENCE OF EXECUTIVE OFFICERS
ROBERT G. FUNARI was appointed Executive Vice President and Chief Operating
Officer on August 9, 1993, for Syncor. Prior to joining Syncor, Mr. Funari
was an Executive Vice President and General Manager for McKesson Drug
Company. From 1975 to 1992, Mr. Funari held a number of key management
positions with Baxter International and its subsidiaries. His last position
with Baxter was as President of its Pharmaseal Division. At Baxter, Mr.
Funari also held the following positions: President of Paramax Systems
Division and President of Medcom Subsidiary. Mr. Funari received a Bachelor
of Science degree in Mechanical Engineering from Cornell University in 1969,
and an M.B.A from Harvard Business School in 1975.
RAYMOND C. DAWSON was appointed Executive Vice President on May 1, 1989, and
Chief Operating Officer on August 15, 1990 for Syncor. In July of 1993, he
was appointed as Executive Vice President, Corporate Strategy and served in
that capacity until his retirement on December 31, 1993.
MICHAEL A. PIRAINO is Senior Vice President, Chief Financial Officer and
Treasurer for Syncor. Mr. Piraino joined Syncor in June, 1993. Prior to
joining Syncor, Mr. Piraino served as Senior Vice President and Chief
Financial Officer, from August 1989 to June 1993, for Total Pharmaceutical
Care, Inc. From November 1986 to August 1989, Mr. Piraino served as Senior
Vice President, Finance and Administration and Chief Financial Officer for
Lorimar Home Video, a division of Lorimar-Telepictures Corporation. Mr.
Piraino is a certified public accountant and holds a Bachelor of Science
degree in Accounting from Loyola University in Los Angeles, California.
JACK L. COFFEY is Vice President, Quality and Regulatory of Syncor, effective
April 1, 1994. Previously he served as Vice President. He joined Nuclear
Pharmacy, Inc., a predecessor of Syncor, in 1984 as Director of Radiation
Services. In 1986, he was named Corporate Radiation Safety Officer and
Director of the Professional Affairs Department. Mr. Coffey received a
Masters Degree in Radiation Biology in 1978, from the University of
Tennessee, and a Bachelor of Science degree from Cumberland College in 1973.
SHEILA H. COOP is Vice President, Human Resources, for Syncor. Ms. Coop
joined Syncor in July, 1991, as Director of Human Resources. Prior to
joining Syncor, Ms. Coop was a Senior Human Resources Consultant with
Jorgensen and Associates. From 1988 to 1990, Ms. Coop was Director, Human
Resources for Daylight Transport, Inc., a national transportation company.
Ms. Coop received a Bachelor of Science degree from the University of
California, Los Angeles, and a Certificate of Professional Designation in
Human Resources Management awarded by the University of California, Los
Angeles, School of Law and Graduate School of Business in 1983.
RICHARD E. KEESEE was Vice President, Quality and Regulatory of Syncor until
April 1, 1994. Dr. Keesee will continue to work for Syncor on limited basis.
Dr. Keesee received his Pharm.D. in 1964, and a Masters degree in
Radiopharmacy in 1971, from the University of Southern California. Dr.
Keesee was President of Pharmaco Nuclear, Inc., from its inception in 1975,
until September 1981, when it was acquired by a predecessor of Syncor. Dr.
Keesee was Director of Radiopharmacy at the University of New Mexico from
1972 until 1975. From 1971 to 1975, Dr. Keesee was Assistant Professor of
Pharmacy and Medicine at the University of New Mexico. Dr. Keesee is a Board
Certified Nuclear Pharmacist, a Registered Pharmacist, and a member of the
Society of Nuclear Medicine and Rho Chi.
WILLIAM A. KEMMEL, JR. is Vice President, General Counsel and Secretary for
Syncor. Mr. Kemmel received a Master of Science degree in Chemical
Engineering from the California Institute of Technology in 1953, and a
Bachelor of Law degree from George Washington University in Washington, D.C.,
in 1960. He is admitted to the State Bars of California, Virginia and
District of Columbia. From 1968 to 1983, Mr. Kemmel was employed as
Associate General Counsel for Monogram Industries Inc. In 1983, he joined a
predecessor of Syncor as its Secretary and General Counsel.
MICHAEL E. MIKITY is Vice President and Chief Information Officer for Syncor.
Until June 20, 1993, Mr. Mikity served as Chief Financial Officer and
Treasurer of Syncor. In 1983, he joined a predecessor of Syncor as its
Controller. Mr. Mikity received his Bachelor of Science degree in Accounting
in 1973, from the University of Southern California.
CHARLES A. SMITH is Vice President, Corporate Development, for Syncor. Mr.
Smith joined Nuclear Pharmacy, Inc., a predecessor of Syncor, in 1979 as a
Staff Pharmacist. In 1985, he was named a Director of Operations for Syncor.
From June 1988, to November 1992, Mr. Smith was the Director, Business
Development. Mr. Smith received a Pharm. B.S. degree from Drake University,
College of Pharmacy in 1977, an M.S. in Pharmaceutical Sciences with emphasis
in Clinical Pharmacy in 1979, from the University of the Pacific, and an
M.B.A. from Pepperdine University in 1988.
INFORMATION CONCERNING OPERATION OF THE
BOARD OF DIRECTORS AND ITS COMMITTEES
In order to facilitate the handling of various functions of the Board of
Directors, the Board has appointed a standing Audit Committee, Compensation
Committee, Nominating Committee and Quality Committee.
AUDIT COMMITTEE. The present members of the Audit Committee are Arnold E.
Spangler, Chairman, Joseph Kleiman and George S. Oki. Such committee met
once during the period ended December 31, 1993. The functions of the Audit
Committee include review of those matters which primarily relate to a
financial audit of Syncor and its subsidiaries including (I) the findings of
the independent auditors, (II) the accounting principles used by Syncor and
actual or impending changes in financial accounting requirements, (III) the
financial and accounting controls and (IV) the recommendations by the
independent auditors.
COMPENSATION COMMITTEE. The present members of the Compensation Committee
are Joseph Kleiman, Chairman, Dr. Steven B. Gerber and Dr. Gail R. Wilensky.
Such committee met twice during the period ended December 31, 1993. The
functions of the Compensation Committee include (I) the review with the Chief
Executive Officer, of his performance and the performance of the Executive
Officers whose compensation is the subject of review, (II) annual review,
examination and approval, as needed of salary ranges and salaries for the
Executive Officers and compensation for non-employee Directors, (III)
periodic review of the organization to determine possible requirements for
additional corporate officers, and (IV) award of stock options, compensation
arrangements involving major acquisitions, salary administration policy,
fringe benefit policy and other compensation matters as requested by the
Board of Directors.
QUALITY COMMITTEE. The present members of the Quality Committee are Dr.
Steven B. Gerber, Chairman, Joseph Kleiman, Gene R. McGrevin, and Dr. Henry
N. Wagner, Jr. Such committee did not meet during the period ended December
31, 1993. The functions of the Quality Committee include establishing
strategic priorities for quality, assessment and evaluation of quality
standards and who will carry out the process. Also, it establishes
expectations and reviews plans and procedures that improve the quality of
Syncor.
NOMINATING COMMITTEE. The present members of the Nominating Committee are
George S. Oki, Chairman, Dr. Steven B. Gerber, Gene R. McGrevin and Arnold E.
Spangler. Such committee met twice during the period ended December 31,
1993. The functions of the Nominating Committee include (I) setting-up
procedures for locating nominees for the Director positions, (II) reviewing
prospective new members of the Board of Directors and nominations for
successive terms of current Board members, and (III) making recommendations
to the Board of Directors for nominees for Director positions. The
Nominating Committee will consider the possible nomination as Directors of
persons recommended by shareholders. Any such recommendations should be in
writing and should be mailed or delivered to the Company, marked for the
attention of the Nominating Committee, on or before the date for receipt of
shareholder proposals for the next annual meeting (see "SHAREHOLDER
PROPOSALS").
During the seven-month period ended December 31, 1993, the Board of Directors
held five meetings, three of which were telephonic. All of the Directors
attended more than 75 percent of the total number of meetings of the Board of
Directors and no Director attended fewer than 75 percent of the total number
of meetings held by all Committees of the Board of Directors on which he/she
served.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
COMPENSATION OF DIRECTORS. Except for employee Directors, each Director is
paid an annual retainer of $20,000, paid in quarterly payments of $5,000, and
$1,000 per day for Board meetings, including one travel day if traveling from
out-of-state. In addition, expenses of a Director incurred in connection
with service as a Director are reimbursed. Commencing July 11, 1989, a non-
employee new Board member receives a ten-year, 10,000 share option on date of
election and, subject to certain restrictions, an additional 5,000 share
option following each subsequent Annual Meeting of Shareholders up to a total
of 25,000 share options. Dr. Wagner has received 15,000 share options, Dr.
Wilensky has received 10,000 share options and remaining non-employee Board
members have received 25,000 share options.
1990 MASTER INCENTIVE OPTION PLAN. At the Annual Meeting of Shareholders on
November 13, 1990, the shareholders approved the 1990 Master Stock Option
Plan which was amended and restated at the Annual Meeting of Shareholders on
November 15, 1993 ("1990 MSIP"), to provide additional necessary share
incentives for the continuing needs of Syncor and to provide flexibility in
the conditions associated with awards. The options to the non-employee
Directors are fixed in the 1990 MSIP as described above in "Compensation of
Directors." In July, 1993, the Board of Directors delegated its discretion
and administrative authority under the 1990 MSIP to the Compensation
Committee (the "ADMINISTRATOR"). Options are granted to Executive Officers
and other key employees under the 1990 MSIP at the discretion of the
Administrator. The purchase price per option share is determined by the
Administrator, but in the case of incentive stock options it must be at least
fair market value. The purchase price per option share purchased may be paid
in cash or by check, by a promissory note if authorized by the Administrator
upon terms it determines, or by shares of Syncor under certain limitations.
Options are subject to a vesting schedule and period determined by the
Administrator, but vesting cannot occur in less than six months and the
option period cannot exceed ten years. Certain portions of the 1990 MSIP are
qualified under the Internal Revenue Code and certain options may have tandem
rights. To date, only options have been granted under the 1990 MSIP, and no
options under the 1990 MSIP were granted with tandem rights.
EMPLOYEE'S SAVINGS AND STOCK OWNERSHIP PLAN ("ESSOP"). Under Section 401(k)
of the Internal Revenue Code ("CODE"), Syncor eligible employees may
contribute up to two percent of their pay for the purchase of Syncor Common
Stock. As revised in November, 1989, Syncor will match such contributions on
a share-for-share basis. Moreover, subject to the Code, the participating
employees can contribute up to an additional 10 percent of their pay, of
which Syncor will match at the rate of $.50 for each dollar contributed up to
the first four percent of such contribution. The ESSOP includes a number of
other benefits for eligible employees.
EXECUTIVE LIFE INSURANCE PLAN. All Executive Officers are part of Syncor's
life insurance plan receiving coverage computed on the same basis as all
salaried employees. In addition, the Executive Officers each have term life
insurance of $250,000, premiums for which are paid by Syncor, except for Mr.
Fu and Dr. Keesee for whom the amount is $400,000. In addition, at the July
10, 1993 Board of Directors Meeting, the Board approved a split
ownership/split dollar plan for Mr. McGrevin. Under that plan, Syncor has an
ownership right in a certain life insurance policy of $2,000,000 purchased by
Mr. McGrevin. For that right Syncor agreed to contribute an annual premium
equal to $60,000 per year for a period of ten consecutive years. The
agreement provides that Syncor is to be reimbursed from the policy value in
an amount equal to the lessor of its cumulative premium contributions or the
surrender value, upon the happening of any one of the following events: (I)
death of Mr. McGrevin; (II) cancellation of the policy by Mr. McGrevin; or
(III) release of Syncor's interest by request of Mr. McGrevin or otherwise.
EXECUTIVE DEFERRAL PLAN. All Executive Officers and senior management are
eligible to participate in the Executive Deferral Plan ("DEFERRAL PLAN").
The Deferral Plan allows each participant to defer up to 25 percent of their
annual compensation. The Deferral Plan is designed to defer the payment of
taxes on the deferred income until such time as the monies are distributed to
the participants. At retirement (or termination), Syncor makes a
contribution on behalf of the participant up to the first 15 percent of the
deferred compensation towards the payment of taxes on such deferral
distribution. This amount is calculated by applying a 30 percent "gross-up"
rate on the amount to be distributed. The Deferral Plan is secured with a
"Rabbi Trust" which is responsible for plan investments. Currently, assets
are invested in a selection of separate and fixed accounts made available
through flexible variable life insurance policies owned by the trust. The
Deferral Plan participants select from up to five accounts including stock,
aggressive stock, bond, total return (managed) and fixed. The investment
performance of each account selected will determine the returns credited to
the individual participant's deferral account value. Syncor bears no
investment risk under the Deferral Plan. Each individual policy bears its
own investment and policy expenses. It is the total surrender value of each
underlying insurance policy that is "grossed-up" for the participant under
the circumstances described above.
EXECUTIVE VACATIONS AND DISABILITY INSURANCE. Each Executive Officer
receives an annual vacation of four weeks and is covered by disability
insurance paying up to 75 percent or $15,000 per month, whichever is less, of
the Executive Officer's cash compensation, upon total disability, until the
age of 65.
EXECUTIVE OFFICERS. The following tables and accompanying notes show the
compensation for the Chief Executive Officer and the four next highest paid
Executive Officers of Syncor and its subsidiaries during the seven-month
period ended December 31, 1993 and, to the extent required by applicable
rules, the preceding three fiscal years ended May 31. Except for Mr.
McGrevin, Syncor presently does not have long term incentive plan.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
______________________________
Annual Compensation Awards Payouts
_____________________________ ____________ ___________
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other All
Annual Re- Other
Bonus Compen- stricted Options/ LTIP Compen-
Name and Salary (2)(3) sation Award(s) SARs Payouts sation
Principal Position Year (1)($) (4)(5)($) (6)($) ($) (#) ($) (7)($)
___________________ ____ ______ _________ ______ ______ _____ _____ ______
<S> <C> <C> <C> <C> <C> <C>
GENE R. MCGREVIN 1993* 179,343 125,000 7,755
President and Chief 1993 310,000 295,000 18,830
Executive Officer 1992 289,807 289,583 100,000 17,370
1991 253,057 38,125 75,000 16,951
MONTY FU 1993* 121,356 75,000 7,890
Chairman of the Board 1993 210,000 200,000 15,490
1992 237,245 220,000 18,273
1991 210,000 30,500 40,000 18,618
ROBERT G. FUNARI 1993* 79,154 75,000 41,515 100,000 843
Executive Vice
President
and Chief Operating
Officer
RAYMOND C. DAWSON 1993* 149,612 60,000 56,442 9,538
Executive Vice 1993 210,000 197,000 19,287
President 1992 198,467 192,383 50,000 16,206
1991 183,827 22,875 45,000 18,509
MICHAEL A. PIRAINO
Senior Vice President
and Chief Financial
Officer 1993* 76,731 60,000 50,000 651
<FN>
(1) Amounts shown include cash and non-cash compensation earned and received
by Executive Officers as well as amounts earned but deferred at the
election of those Executive Officers under the Deferral Plan.
(2) The amounts for the seven-month period ended December 31, 1993 (marked
as 1993*), include the portion of the bonuses accrued under the Officer
Incentive Plan for the old fiscal year 1994, ending May 31, 1994. At
the Board of Directors meeting held on January 10, 1994, the Chief
Executive Officer recommended to the Compensation Committee to pay a
bonus to each eligible employee including the Executive Officers. The
recommendations were based on the rationale that: (I) Syncor achieved a
sufficient level of sales and earnings for the first two quarters of the
seven-month period; and (II) Syncor management was able to create,
develop and execute a strategic alliance with the DuPont Merck
Radiopharmaceuticals Company. The Compensation Committee and the Board
approved the recommendations and the bonus was paid in March 1994.
Amounts shown include amounts earned but deferred at the election of
those Executive Officers. Amount shown for Mr. Dawson incudes $10,000
"Chairman's Achievement Award."
(3) The 1993 amounts include bonuses accrued under the fiscal year 1993
Executive Officer Incentive Plan. Pursuant to the plan adopted by the
Board of Directors on August 2, 1992, in the event the budgeted net
profit before tax ("NPBT") amount was achieved, each Executive Officer
could receive a varying incentive payout from 56 percent to 70 percent
of his/her salary. If the budgeted NBPT was exceeded by at least 11
percent, the Executive Officers could receive an incentive payout of 100
percent of the Executive Officer's salary. Actual payout, except for
the Chairman of the Board and Chief Executive Officer, however, would be
based 40 percent on achieving the NPBT amount and 60 percent on the
individual Executive Officer achieving individual objectives agreed upon
with the Chief Executive Officer. To the extent such objectives were
not achieved, the payout would be reduced. Actual payouts were subject
to approval by the Board of Directors. The payout was accrued in fiscal
year 1993, and occurred in August, 1993. Amounts shown include amounts
earned, but deferred at the election of those Executive Officers.
(4) The 1992 amounts include bonuses accrued under the fiscal year 1992
Executive Officer Incentive Plan. Pursuant to the 1992 plan adopted by
the Board of Directors on July 15, 1991, in the event that the budgeted
NPBT amount was achieved, each Executive Officer could receive an
incentive payout of 100 percent of the Executive Officer's salary. Such
payout, however, was based 40 percent on achieving the NPBT amount and
60 percent on the individual Executive Officer achieving agreed upon
individual objectives. To the extent such objectives were not achieved,
the payout was reduced. In the event that the budgeted NPBT amount was
exceeded, for each dollar above such amount, the Executive Officer bonus
pool was increased by 33 cents subject to the aforementioned achievement
criteria. The payout was accrued in fiscal year 1992, and occurred in
August, 1992. Amounts shown include amounts earned but deferred at the
election of those Executive Officers.
(5) In 1991, Executive Officers received a bonus grant of Syncor Common
Stock. The 1991 amount represents the market value of the shares at the
date of grant.
(6) Other annual compensation in the form of the value of certain
perquisites did not, in the aggregate, exceed the amount of $50,000 or
10 percent of the aggregate salary and bonus compensation for the seven-
month period ended December 31, 1993, except as otherwise reported.
Syncor accrues amounts for the "grossed-up" component under the Deferral
Plan, however, those amounts are not shown as other compensation for the
following reasons: (I) each individual policy bears its own investment
and policy expenses; (II) amounts accrued by Syncor are not invested on
behalf of the participants; (III) the actual "grossed-up" component
could be zero at the time of retirement or termination. Mr. Dawson
received $56,422 upon retirement from Syncor as the "gross-up" component
under the Deferral Plan. The amount reported for Mr. Funari represents
relocation allowance according to Syncor's Homeowners' Full Relocation
Package, available to all employees, which included: (I) $23,204 paid
directly to Mr. Funari for relocation; (II) $18,311 paid to third
parties on his behalf; and (III) purchase and subsequent resale of his
residence in Northern California in February 1994, according to his
employment agreement.
(7) The amounts represent premiums paid for term life and disability
insurance and the dollar value of Syncor's contribution under the ESSOP
(see "EXECUTIVE LIFE INSURANCE PLAN"). The attributable benefit of
$1,138 for Mr. McGrevin's life insurance is included. In connection
with Mr. Dawson's retirement, the Board of Directors accelerated the
vesting of options previously granted to Mr. Dawson. The "OPTION
EXERCISES AND YEAR-END VALUES TABLE" shows the value of the vested
options as of December 31, 1993. Under the ESSOP named Executive
Officers received the following number of shares of Syncor Common Stock
as matching contributions: (I) for the seven-month period ended December
31, 1993, valued at $22.375 per share as of December 31, 1993: Mr.
McGrevin, 241; Mr. Fu, 260; and Mr. Dawson, 345; (II) for the fiscal
year 1993 ended May 31, 1993, valued at $20.50 per share as of June 1,
1993: Mr. McGrevin, 762, Mr. Fu, 626 and Mr. Dawson, 666; (II) for the
fiscal year 1992 ended May 31, 1992, valued at $18.50 per share as of
June 1, 1992: Mr. McGrevin, 883, Mr. Fu, 861 and Mr. Dawson, 746; (IV)
for the fiscal year 1991 ended May 31, 1991, valued at $15.25 per share
as of May 31, 1991: Mr. McGrevin, 1,377, Mr. Fu, 1,850 and Mr. Dawson,
1,130. Based upon the internal audit of the ESSOP administrative
procedures, the reported numbers may change.
* Syncor changed its fiscal year end from May 31 to December 31. The
amounts represent the period ended December 31, 1993. Mr. Funari and
Mr. Piraino first joined Syncor during this period.
</TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential
Realized Value
at Assumed
Annual Rates
of Stock Price Grant
Appreciation Date
Individual Grants for Option Term Value
________________________________ ________ _______________ _____
(a) (b) (c) (d) (e) (f) (g) (h)
Number of % of Total
Securities Options Grant
Underlying Granted to Date
Options Employees Exercise Expira- Present
Granted in Fiscal or Base tion Value
Name (#)(1) Year Price Date 5%($) 10%($) $(4)
____ ________ _________ ________ ____ _____ ______ ______
<S> <C> <C> <C> <C> <C> <C> <C>
GENE R. MCGREVIN
MONTY FU
RAYMOND C. DAWSON
ROBERT G. FUNARI 100,000 48.8 17.125(2) 09/09/98 919,831 1,609,177 350,000
MICHAEL A. PIRAINO 50,000 24.4 17.125(3) 06/21/98 435,985 774,391 156,250
<FN>
(1) Mr. Funari and Mr. Piraino were granted non-qualified stock options when
they joined Syncor.
(2) The market price at the grant date was $20.625.
(3) The market price at the grant date was $20.25.
(4) This column represents potential realizable value at 0% annual rate of
Common Stock price appreciation at the grant date.
</TABLE>
OPTION EXERCISES AND YEAR-END VALUES TABLE
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options Options at
at FY-End FY-End
(#) ($)
___________ ___________
(a) (b) (c) (d) (e)
Shares Value Exercisable/ Exercisable/
Acquired on Realized Unexercisable Unexercisable
Name Exercise (#) ($) (1)(2) (3)
____ ____________ ________ _____________ _____________
<S> <C> <C>
GENE R. MCGREVIN 400,000/275,000 6,587,625/2,860,625
MONTY FU 19,400/0 278,450/0
ROBERT G. FUNARI 0/100,000 0/525,000
RAYMOND C. DAWSON 220,000/0 2,953,875/0
MICHAEL A. PIRAINO 0/50,000 0/262,500
<FN>
(1) Except for grants to Mr. Funari and to Mr. Piraino, each of the
outstanding options were granted with an exercise price of 100 percent
of fair market value on the date of grant, for a term (subject to
earlier termination following a termination of employment) of five to
ten years. The options are exercisable no earlier than the first
anniversary of the grant date. The options vest over the course of up
to four years. The options were granted under Syncor's 1990 MSIP or
earlier 1981 Master Stock Option Plan (established by the predecessor of
Syncor, the "1981 MSOP"), at the discretion of the Board of Directors.
The Board of Directors may, at its discretion, extend the expiration
date of an option for an employee or a Director of Syncor who ceases to
be an employee or a Director beyond the 30-day exercise period provided
in the 1981 MSOP. Grantees did not pay for options. The 1981 MSOP is
not qualified under the Internal Revenue Code. No options under the
1981 MSOP have tandem rights. After the adoption of the 1990 MSIP, no
options were granted under the 1981 MSOP. All options that expire or
lapse under 1981 MSOP become available for grant under 1990 MSIP.
(2) The numbers shown in column (d) are the numbers of unexercised options,
including 100,000 "out-of-the-money" options held by Mr. McGrevin.
(3) Based solely on the market value of Syncor's Common Stock $22.375 per
share (the closing price as reported by NASDAQ for December 31, 1993),
minus the exercise price of "in-the-money" options.
</TABLE>
INDEBTEDNESS OF MANAGEMENT. According to his employment agreement Mr.
Funari, the Executive Vice President and Chief Operating Officer, borrowed
$200,000 payable on or before May 31, 1994. The loan was interest-free if
paid back within three months. The loan was repaid in such time-frame
without triggering the interest provision.
EMPLOYMENT AGREEMENTS. Mr. McGrevin has an employment agreement with Syncor,
effective February 1, 1989. As amended, the agreement has a term of five
years and eleven months ending December 31, 1994, and provides for a
negotiation period from January 1, 1994, to June 30, 1994, for extension of
the term. The agreement provides for various benefits including a current
annual salary of $310,000 which is subject to periodic review and increase,
but not decrease. The agreement provides for various payments to Mr.
McGrevin or his beneficiaries in the event of his death, disability or
termination and in the event of change of control of Syncor. In the event of
his death or termination due to disability, Mr. McGrevin or his beneficiaries
would be entitled to a payment equal to the prorated portion of Mr.
McGrevin's then current salary and bonus. In the event of a termination
without cause, Mr. McGrevin would receive his salary, at the time of such
termination, for the remaining term of the agreement and a full or partial
bonus payment for the year of termination. He would also be entitled to
continuation of certain other benefits for the same period, and full and
immediate vesting of all stock options and other employee benefits. If such
termination occurred following a change of control as defined below, the
salary payments as described above would be made in a lump-sum payment upon
the effective date of termination. If such termination occurs during the
last two years of the term, such lump-sum payment shall be in the amount of
two years compensation. In the event of change of control, a material
reduction of Mr. McGrevin's duties and responsibilities, a relocation of his
office or a change in the support personnel will be considered termination
without cause. A change of control occurs under the agreement when either
(I) 20 percent or more of Syncor's outstanding voting stock is acquired by a
person, or group of related persons that is not affiliated with Syncor, or
(II) Syncor sells more than 50 percent of Syncor's assets not in the ordinary
course of business.
Mr. Funari has an employment agreement with Syncor, effective August 9, 1993.
The agreement has a term of approximately two years ending August 31, 1995,
and provides for a negotiation period from May 31, 1995, to August 31, 1995,
for extension of the term. The agreement provides for various benefits
including: (I) a current annual salary of $210,000 which is subject to
periodic review and increase; (II) $25,000 sign-on bonus; (III) $40,000
guaranteed bonus for the 1994 fiscal year; (IV) grant of 100,000 stock option
rights pursuant to 1990 MSIP; and (V) an unsecured loan in the amount of
$200,000 payable on or before May 31, 1994. The agreement also provides for
various payments to Mr. Funari or his beneficiaries in the event of his
death, disability or termination. In the event of his death or termination
due to disability, Mr. Funari or his beneficiaries would be entitled to a
payment equal to the prorated portion of Mr. Funari's then current salary and
bonus. In the event of a termination without cause, Mr. Funari would receive
his salary, at the time of such termination, for the remaining term of the
agreement and a full or partial bonus payment for the year of termination.
He would also be entitled to continuation of certain other benefits for the
same period, and full and immediate vesting of all stock options and other
employee benefits. If such termination occurs during the last year of the
term, a lump-sum payment shall be made in the amount of one year's
compensation from the termination date at the salary rate in effect on such
date. If the agreement is not extended and Mr. Funari leaves Syncor or
continues to be employed by Syncor and subsequently he is terminated and such
termination is not for cause, due to death or mutual agreement then Syncor
shall pay Mr. Funari all salary payments for one year from the expiration
date or the termination date at the salary rate in effect on such date.
Mr. Dawson had an employment agreement with Syncor, effective March 8, 1989.
As amended, the agreement terminated on December 31, 1993.
Each non-employee Director and Executive Officer has an Indemnification
Agreement by which, under certain conditions, provides an indemnification of
Directors and Executive Officers for the duties performed by them for Syncor
or its subsidiaries and affiliates.
In addition, each non-employee Director and Executive Officer has a Benefits
Agreement which, under certain limited conditions in the event of a change in
control, each receives compensation for one year and all stock options fully
vest immediately.
DEFINED BENEFIT. At the July 10, 1993 Board of Directors Meeting the Board
approved a deferred compensation plan for Mr. McGrevin, by establishing a
non-funded termination or retirement benefit effective June 10, 1993. The
term of the plan is for ten years. For each year of participation under the
plan, Mr. McGrevin will be credited with a benefit equal to $15,000. The
benefit payment will be made in a lump sum upon termination or retirement.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. The present
members of the Compensation Committee are Joseph Kleiman, Chairman, Dr.
Steven B. Gerber and Dr. Gail R. Wilensky all of whom are non-employee
Directors. The Compensation Committee, from time to time, for the purpose of
gathering information or recommendations includes Executive Officers,
including the Chief Executive Officer, in its deliberations. During the
seven-month transition period none of the Compensation Committee members had
a relationship requiring disclosure under any paragraph of Item 404 of
Regulation S-K.
The following Report of the Compensation Committee and the Performance Graph
included in this proxy statement shall not be deemed to be incorporated by
any general statement incorporating by reference this proxy statement into
any filing under the Securities Act of 1933 or the Securities Exchange Act of
1934, except to the extent Syncor specifically incorporates this Report or
the Performance Graph by reference therein, and shall not be deemed
soliciting material or otherwise deemed filed under either of such Acts.
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee administers the 1990 MSIP. In addition, the
Committee reviews and recommends to the Board of Directors the base salary
compensation and the annual incentive compensation of the Executive Officers
and evaluates the Executive Officers' performance.
In determining the compensation recommendations for all Executive Officers
which the Compensation Committee makes to the Board of Directors, it is the
policy and practice of the Committee to consider the contributions of
individual Executive Officers, the performance and prospects of Syncor over
time, and the desirability of attracting and retaining a highly capable and
experienced Executive Officer group. The newly enacted Internal Revenue
Services regulations, limiting the corporate deductions to $1,000,000 per
Executive Officer, will be taken into consideration in determining total
compensation of the Executive Officers.
In recent years, it has been Syncor's policy to pay base salary compensation
which is relatively low based on industry comparisons, but also to make it
possible to pay Executive Officers compensation based on both Syncor's and
the individual's performance, principally through the award of annual
incentive compensation in the form of a bonus. The annual incentive
compensation is based upon performance levels which include achievement of
budgeted net profit before tax and individual objective factors established
each year on recommendations of the Chief Executive Officer and approved by
the Compensation Committee and the Board of Directors. Such incentive
compensation can account for approximately 50 percent of total compensation.
Annual incentive compensation for Syncor's Executive Officers can increase or
decrease significantly if individual contribution or Syncor's performance
exceeds, or fails to achieve, targeted performance levels. The annual
incentive compensation is summarized for the seven-month period ended
December 31, 1993, and the fiscal years 1991, 1992 and 1993 in the "SUMMARY
COMPENSATION TABLE" and footnotes (2), (3), (4) and (5) thereof.
Mr. McGrevin's compensation and related benefits are based principally on his
rights under his employment agreement with Syncor and substantially have been
influenced by the fact that during his tenure both revenues and profits have
increased at rates substantially higher than industry averages. Syncor has
not had a long term incentive plan. Therefore, by the Compensation Committee
recommendation, on July 10, 1993, the Board of Directors approved a deferred
compensation plan for Mr. McGrevin, by establishing a non-funded termination
or retirement benefit (see "DEFINED BENEFIT"). At the same meeting, the
Board also approved a split ownership/split dollar plan for Mr. McGrevin (see
"EXECUTIVE LIFE INSURANCE PLAN").
The bonus amounts for the Executive Officers, for the seven-month period
ended December 31, 1993, were determined by prorating the bonuses accrued
under the Executive Officer Incentive Plan for the old fiscal year 1994. At
the January 10, 1994, Board of Directors meeting, the Chief Executive Officer
recommended a bonus to be paid to all eligible employees including Executive
Officers. The recommendations were based on the rationale that: (I) Syncor
achieved a sufficient level of sales and earnings for the first two quarters
of the seven-month period; and (II) Syncor management was able to create,
develop and execute a strategic alliance with the DuPont Merck
Radiopharmaceuticals Company. This Committee evaluated the Executive
Officer's contributions and Syncor's performance and approved the
recommendations which were subsequently reviewed and approved by the Board of
Directors.
Dated: April 20, 1994 Compensation Committee of
the Board of Directors,
Syncor International Corporation
Joseph Kleiman, Chairman
Dr. Gail R. Wilensky
Dr. Steven B. Gerber
SYNCOR STOCK PRICE PERFORMANCE
The following chart compares the value of $100 invested in Syncor Common
Stock from May 31, 1988, through December 31, 1993, with the similar
investment in the NASDAQ Composite (U.S. companies) and with the S&P
Healthcare Composite. The NASDAQ Composite (U.S. companies) is an index
comprised of all domestic common shares traded on the NASDAQ National Market
and the NASDAQ Small-Cap Market. The S&P Healthcare Composite is a composite
index which is weighted between the following S&P indices: Healthcare
Diversified (44.1%); Healthcare Drugs (39.3%); Healthcare Miscellaneous
(3.6%); Hospital Management (2.0%); and Medical Products and Supplies (11%).
The table below shows the value of each such investment on May 31, of each
year and December 31, 1993.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 ("ACT"), requires
Syncor's Directors and Executive Officers to file reports of ownership and
changes in ownership with the SEC. Additionally, Item 405 of Regulation S-K
under the Act requires Syncor to identify in its proxy statement those
individuals for whom one of the above-referenced reports was not filed on a
timely basis during the most recent fiscal year or prior fiscal years. The
Form 3s of Director Dr. Gail R. Wilensky, Chief Operating Officer Robert G.
Funari and Chief Financial Officer Michael A. Piraino were filed a few days
late due to the error of Syncor's Legal Department which filed the same on
their behalf.
FINANCIAL STATEMENTS AND INFORMATION
Syncor's consolidated financial statements for the seven-month transition
period ended December 31, 1993, and management's discussion and analysis of
financial condition and results of operations appear in Syncor's Annual
Report to Shareholders which accompanies this proxy statement.
RELATIONSHIP WITH INDEPENDENT AUDITORS
KPMG Peat Marwick was appointed by the Board of Directors as Syncor's
independent auditor for the fiscal year ending December 31, 1994. KPMG Peat
Marwick was Syncor's independent auditor for the seven-month period ended
December 31, 1993.
A representative from KPMG Peat Marwick will be present at the Annual
Meeting, will have the opportunity to make statements, and will be available
to respond to appropriate questions.
ANNUAL REPORT TO SHAREHOLDERS
The Annual Report to Shareholders concerning the operations of Syncor for the
seven-month period ended December 31, 1993, including consolidated financial
statements for that period, has been enclosed with this proxy statement.
SHAREHOLDER PROPOSALS
Shareholder proposals for consideration at the Annual Meeting expected to be
held in June 1995, must be received by Syncor no later than December 22,
1994, for them to be included in the proxy materials for the 1995 Annual
Meeting. To be included, proposals must be proper under law and must comply
with the Rules and Regulations of the Securities and Exchange Commission and
the By-Laws of Syncor.
OTHER MATTERS
The Board of Directors is not aware of any other matters which are to be
presented at the Annual Meeting. However, if any other matters should
properly come before the Annual Meeting, the persons named in the proxy will
vote on such matters in accordance with their judgment.
The above notice and proxy statement are sent by order of the Board of
Directors.
April 20, 1994 WILLIAM A. KEMMEL, JR.
Chatsworth, California Secretary
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K
UPON WRITTEN REQUEST, SYNCOR WILL PROVIDE, WITHOUT CHARGE, A COPY OF ITS
TRANSITION REPORT ON FORM 10-K, EXCEPT FOR EXHIBITS THERETO, FOR THE PERIOD
ENDED DECEMBER 31, 1993, FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION, TO ANY SHAREHOLDER AT THE CLOSE OF BUSINESS ON MARCH 11, 1994.
ANY EXHIBITS WILL BE PROVIDED ON REQUEST UPON PAYMENT OF THE REASONABLE
EXPENSES OF FURNISHING THE EXHIBIT. REQUESTS SHOULD BE ADDRESSED TO SYNCOR,
TO THE ATTENTION OF INVESTOR RELATIONS, 20001 PRAIRIE STREET, CHATSWORTH,
CALIFORNIA 91311, OR TELEPHONE (818) 886-7400.
SYNCOR INTERNATIONAL CORPORATION
20001 Prairie Street
Chatsworth, California 91311
THIS PROXY IS SOLICITED BY THE
BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF SHAREHOLDERS ON
MAY 10, 1994. The undersigned hereby appoints
Monty Fu and Gene R. McGrevin, and
each of them, Proxies for the
The Meeting will be held at the undersigned to vote all the stock of
Harbor Court Hotel, Syncor International Corporation
550 Light Street, owned by the undersigned at the
Baltimore, Maryland, 21202, Annual Meeting of its Shareholders
and will begin at to be held on May 10, 1994, and at
1:00 p.m., local time. any adjournment(s) thereof, for the
election of three of the eight Direc-
tors, and any other matters which may
properly come before the meeting, as
indicated on this card and as set
forth in the Proxy Statement, subject
to any directions indicated on this
card.
IF NO DIRECTIONS ARE GIVEN, THE PROXIES
INTEND TO VOTE THE SHARES REPRESENTED
BY THIS PROXY AS RECOMMENDED BY THE
BOARD OF DIRECTORS ON THE MATTERS
DESCRIBED ON THE REVERSE SIDE.
THIS PROXY REVOKES ALL PROXIES PRE-
VIOUSLY GRANTED BY THE UNDERSIGNED
FOR ANY PURPOSE.
If you do not sign and return a Proxy,
or attend the Meeting, your shares
cannot be voted.
(Please date and sign on reverse side.)
(FRONT)
Syncor International Corporation's Directors recommend a vote "FOR" the
nominees, and SHARES WILL BE SO VOTED UNLESS OTHERWISE INDICATED. The Board of
Directors knows of no other proposed matters to be brought before the meeting.
1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLD AUTHORITY
____ ____
listed below to vote for all
(except as marked nominees listed
to the contrary below
below)
Dr. Steven B. Gerber, Arnold E. Spangler and Dr. Gail R. Wilensky for the
three year term expiring in 1997.
(INSTRUCTION: To withhold authority to vote for any individual nominee
listed above, write that nominee's name in the space provided below.)
______________________________________________________________________
2. If any other matters are properly brought before the Meeting, or any
adjournment(s) thereof, the persons named on the reverse side as Proxies
or their substitutes are authorized to vote in accordance with their best
judgment.
SIGN HERE AS NAME(S) APPEAR IN PRINT
X_______________________________ DATE:_________________________, 1994
X_______________________________ DATE:_________________________, 1994
Please sign and date this Proxy and return it promptly. If signing for a
corporation or partnership or as agent, attorney or fiduciary, indicate the
capacity in which you are signing. Joint owners should both sign.
(BACK)
