<PAGE>
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted
[X] Definitive Proxy Statement by Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
XTRA Corporation
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(Name of Registrant as Specified In Its Charter)
XTRA Corporation
--------------------------------------------------------------------------------
(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
XTRA CORPORATION
200 Nyala Farms Road
Westport, Connecticut 06880
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JANUARY 25, 2001
To the Stockholders:
The 2001 Annual Meeting of Stockholders of XTRA Corporation (the "Company")
will be held at the Hyatt Regency Hotel, 1800 East Putnam Avenue, Greenwich,
Connecticut on Thursday, January 25, 2001, at 10:00 A.M. for the following
purposes:
1. To elect a Board of Directors for the ensuing year.
2. To transact such other business as may properly come before the meeting
and any adjournments thereof.
The Board of Directors has fixed the close of business on December 8, 2000,
as the record date for the determination of the stockholders entitled to
notice of, and to vote at, the meeting and any adjournments thereof.
Whether or not you expect to attend the meeting in person, we urge you to
sign and date the enclosed proxy and return it promptly in the envelope
provided.
By order of the Board of Directors
A. SCOTT MANSOLILLO, Secretary
December 20, 2000
<PAGE>
XTRA Corporation
200 Nyala Farms Road
Westport, Connecticut 06880
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors for use at the 2001 Annual Meeting
of Stockholders of XTRA Corporation, a Delaware corporation (the "Company"),
to be held at the Hyatt Regency Hotel, 1800 East Putnam Avenue, Greenwich,
Connecticut on Thursday, January 25, 2001, at 10:00 A.M., and at any
adjournments thereof. You can ensure that your shares are voted by signing and
returning the enclosed proxy in the envelope provided. Sending in a signed
proxy will not affect your right to attend the meeting and vote in person. You
may revoke your proxy at any time before it is voted by a written revocation
received by the Secretary, by a subsequently dated proxy or by oral revocation
delivered in person to the Secretary at the meeting. This proxy statement and
the enclosed proxy will be mailed to stockholders of record as of December 8,
2000 (the "Record Date") commencing on or about December 20, 2000.
ELECTION OF DIRECTORS
The Company's By-Laws provide for no fewer than five Directors and no more
than twelve, as determined by the Directors. The Board of Directors has fixed
the number of Directors for the ensuing year at six. The Board of Directors
recommends that each of the nominees for Director, all of whom are now serving
as Directors of the Company and are described below, be reelected as a
Director of the Company. Each Director to be elected will serve until the next
Annual Meeting of Stockholders or until his successor is duly elected and
qualified. The accompanying proxy will be voted for the election of the
following nominees unless authority to vote is withheld by marking the box
entitled "WITHHELD" on the enclosed proxy. Authority to vote for any
individual nominee may be withheld by writing the name of the nominee in the
space provided on the enclosed proxy. If any nominee is unable to serve, which
is not anticipated, or should any vacancy arise for whatever reason, the
persons named as proxies intend to act with respect to the filling of that
office by voting the shares to which the proxy relates for the election of
such other person or persons as may be designated by the Board of Directors
or, in the absence of such designation, in such other manner as they may in
their discretion determine. Alternatively, in any such situation, the Board of
Directors may take action to fix the number of Directors for the ensuing year
at the number of nominees named herein who are then able to serve. Proxies
will then be voted for the election of such nominees, except to the extent the
authority to so vote is withheld.
<PAGE>
Information with Respect to Director Nominees
Michael D. Bills Director since 1997
815 Broomley Road
Charlottesville, VA 22901
Mr. Bills, age 43, teaches at the University of Virginia's McIntire School of
Commerce. From 1995 to 1999, Mr. Bills was Chief Operating Officer and Senior
Managing Director of Tiger Management L.L.C., an investment management company.
From 1991 to 1995, Mr. Bills taught at both the University of Virginia's Darden
Graduate School of Business Administration and the McIntire School of Commerce.
From 1986 to 1991, Mr. Bills served as Managing Director of Tiger Management
L.L.C. Previously, Mr. Bills was employed by Goldman, Sachs & Co. from 1981 to
1986. Mr. Bills currently serves as Director of the India Magnum Fund, an
investment fund managed by Morgan Stanley & Co.
Member of Executive and Nominating Committees.
H. William Brown Director since 1996
4137 Jackson Drive
Lafayette Hill, PA 19444
Since 1997, Mr. Brown, age 62, has been Chief Financial Officer of Maritrans
Inc., a shipping company engaged in petroleum transportation. From 1992 through
1996, Mr. Brown was Vice President-Finance & Administration and Chief Financial
Officer of Consolidated Rail Corporation, then one of the largest railroad
companies in North America. From 1986 to 1992, Mr. Brown served as Senior Vice
President-Finance of Consolidated Rail Corporation. Previously, Mr. Brown
served in various other executive capacities with Consolidated Rail Corporation
from 1978 until 1986. Mr. Brown was a member of the Board of Governors of The
Philadelphia Stock Exchange until he retired in September 1997.
Chairman of Nominating Committee and member of Audit Committee.
Michael N. Christodolou Director since 1998
Inwood Capital Partners, L.P.
One Galleria Tower
13355 Noel Road, Suite 1050
Dallas, TX 75240
Since May 2000, Mr. Christodolou, age 39, has been Managing Partner of Inwood
Capital Partners, L.P., an investment partnership. From 1993 to 1999, Mr.
Christodolou was Director of Equity Investments for Barbnet Investment Co.,
formerly Thomas M. Taylor & Co., an investment consulting firm providing
services to entities associated with the Bass family. From 1988 to 1993, Mr.
Christodolou was an investment analyst for Thomas M. Taylor & Co. Mr.
Christodolou currently serves as Director of Lindsay Manufacturing Co., a
manufacturer of agricultural irrigation systems.
Chairman of Audit Committee and member of Compensation Committee.
2
<PAGE>
Robert B. Goergen Director since 1990
Blyth Industries, Inc.
One Weaver Street - First Floor
Greenwich, CT 06831-5118
Since 1990, Mr. Goergen, age 62, has been Chairman of the Board of Directors
of the Company. Since 1976, he has been Chairman of the Board and Chief
Executive Officer of Blyth Industries, Inc., a manufacturer and importer of
candles and home decorating accessories. Since 1979, Mr. Goergen has been the
general partner or president of various Ropart Group entities whose business
is investing in securities for their own account. As such, Mr. Goergen serves
on the board of directors of several privately-held corporations. In addition,
Mr. Goergen serves as a Director of Bionutrics, Inc. a biopharmaceutical
company. He is also Chairman of the Board of Trustees of the University of
Rochester.
Chairman of Executive Committee and member of Compensation Committee.
Lewis Rubin Director since 1990
XTRA Corporation
200 Nyala Farms Road
Westport, CT 06880
Since 1990, Mr. Rubin, age 62, has been President and Chief Executive
Officer of the Company. From 1988 to 1990, he was a consultant with Lewis
Rubin Associates, a consulting firm advising the transportation equipment
industry. From 1984 to 1988, Mr. Rubin served as President and Chief Executive
Officer of Gelco CTI Container Services, a subsidiary of Gelco Corporation, a
diversified international management services corporation, and as an Executive
Vice President of Gelco Corporation. From 1981 to 1983, Mr. Rubin was
President and Chief Executive Officer of Flexi-Van Corporation, a company
engaged in the leasing of intermodal transportation equipment. Mr. Rubin
serves as a Director of Hexcel Corp., a company engaged in the manufacture of
composite materials.
Member of Executive Committee.
Martin L. Solomon Director since 1990
Suite 906
2665 South Bayshore Drive
Miami, Florida 33133
From 1997 until August, 2000, Mr. Solomon, age 64, was the Chairman and
Chief Executive Officer of American Country Holdings Inc., an insurance
company holding company. At present, he is Co-Chairman of American Century
Holdings, Inc. Since 1990, Mr. Solomon has been a private investor. From 1988
to 1990, he was a Managing Director and general partner of Value Equity
Associates I, L.P., an investment partnership. From 1985 to 1987, Mr. Solomon
was an investment analyst and portfolio manager with Steinhardt Partners, an
investment partnership. From 1985 to 1996, Mr. Solomon was a Director and Vice
Chairman of the Board of Great Dane Holdings, Inc., a company engaged in the
manufacture of transportation equipment, automobile stamping, the leasing of
taxis and insurance. Mr. Solomon serves as a Director of Hexcel Corp., a
company engaged in the manufacture of composite materials; Telephone and Data
Systems, Inc., a diversified telecommunications service company with
established wireless and wireline operations; and MFN Financial Corporation,
an installment loan finance company.
Chairman of Compensation Committee and member of Audit and Nominating
Committees.
3
<PAGE>
Committees of the Board of Directors
The Board of Directors of the Company has established the following
committees to assist it in the discharge of its responsibilities.
The primary function of the Audit Committee, none of whose members is an
employee of the Company, is to assist the Board of Directors in fulfilling its
oversight responsibilities by reviewing (1) financial reports and other
financial information provided by the Company to any governmental body or the
public, (2) the Company's system of internal controls regarding finance,
accounting, legal compliance and ethics that management and the Board have
established, and (3) the Company's auditing, accounting and financial processes
generally. The Committee annually recommends to the Board of Directors the
appointment of a firm of independent auditors to audit the financial statements
of the Company and meets with such independent auditors, the Company's internal
auditor, the Chief Executive Officer (or CEO) and the principal financial,
accounting and legal personnel of the Company to review the scope and the
results of the annual audit, the amount of audit fees, the Company's internal
accounting controls, the Company's financial statements contained in the
Company's Annual Report to Stockholders and other related matters. For more
information regarding the Audit Committee please see the section in this proxy
statement entitled "Audit Committee Report". Messrs. Christodolou (Chairman),
Brown and Solomon currently serve as members. The Audit Committee held four
meetings in the fiscal year ending September 30, 2000.
The Compensation Committee is charged with the duty of review and subsequent
recommendation to the Board on matters concerning the individual compensation
of the most highly paid employees of the Company and administers certain
employee benefit plans. Messrs. Solomon (Chairman), Christodolou and Goergen
currently serve as members. The Compensation Committee held four meetings
during fiscal year 2000.
The Board of Directors has an Executive Committee, which has authority to act
for the full Board of Directors on most matters during intervals between
meetings of the Board of Directors. Messrs. Goergen (Chairman), Bills and Rubin
currently serve as members. The Executive Committee did not meet during fiscal
year 2000.
The Board of Directors also has a Nominating Committee. The Nominating
Committee did not meet during fiscal year 2000. The Nominating Committee has
authority to recommend potential Board members and the reelection or non-
reelection of Directors at the expiration of their respective terms, to present
annually a slate of officers for the Board and to make additional nominations
as vacancies occur, and to recommend appointments to standing Committees. The
Nominating Committee will consider recommendations for Director nominees
submitted by stockholders by timely written notice received by the Secretary of
the Company in advance of the applicable stockholder meeting. See "Stockholder
Proposals and Director Nominations" below. Messrs. Brown (Chairman), Bills and
Solomon currently serve as members.
The full Board held six meetings during fiscal year 2000.
4
<PAGE>
Stock Ownership by Directors and Executive Officers
The following table sets forth the number of shares of the Company's Common
Stock, par value $.50 per share (the "Common Stock"), beneficially owned by
each current Director, Director nominee, by each of the executive officers
named in the Summary Compensation Table, and by all Directors and executive
officers as a group as of November 5, 2000.
<TABLE>
<CAPTION>
Amount and Nature of Percent
Name of Beneficial Owner Beneficial Ownership(1)(2) of Class(1)(2)
------------------------ -------------------------- --------------
<S> <C> <C>
Jordan L. Ayers 30,483 *
Michael D. Bills 17,383 *
Jeffrey R. Blum 58,583 *
H. William Brown 8,380 *
Michael N. Christodolou 8,940 *
William H. Franz 124,166 1%
Robert B. Goergen 55,852(3) *
Lewis Rubin 299,389 3%
Michael J. Soja 86,201 *
Martin L. Solomon 43,036 *
All Directors and Executive Officers
as a group, including those named
above (12 persons) 732,413 6%
</TABLE>
--------
* Less than 1%.
(1) For purposes of determining beneficial ownership of the Company's Common
Stock, options exercisable within 60 days have been included as follows:
Mr. Ayers -- 27,983; Mr. Bills -- 7,383; Mr. Blum -- 54,417; Mr. Brown --
8,380; Mr. Christodolou -- 8,940; Mr. Franz -- 115,833; Mr. Goergen --
4,000; Mr. Rubin -- 241,667; Mr. Soja -- 66,667; Mr. Solomon -- 10,734;
and all Directors and executive officers as a group -- 579,365. Nature of
beneficial ownership is direct and arises from sole voting and investment
power, unless otherwise noted by footnote.
(2) Includes ownership of restricted shares of the Company's Common Stock, in
the following amounts: Mr. Ayers -- 2,500; Mr. Blum -- 4,166; Mr. Franz --
8,333; Mr. Rubin -- 16,667; and Mr. Soja -- 4,166.
(3) Includes 2,824 shares of Common Stock owned by Mr. Goergen's wife, 700
shares held in trust for the benefit of Mr. Goergen's mother and 10,000
shares held by The Goergen Foundation. Mr. Goergen disclaims beneficial
ownership of such shares.
Compensation Committee Report on Executive Compensation
The Compensation Committee
The Compensation Committee of the Board of Directors is responsible for the
administration of the Company's executive compensation program. The Committee
is made up of three Directors who are not employees of the Company. It is
responsible for setting the compensation levels of the Company's Chief
Executive Officer and other senior executives, including the executives named
in the Summary Compensation Table. The Committee is also responsible for the
administration of certain compensation and benefit plans. The Committee met
four times during fiscal year 2000.
5
<PAGE>
Compensation Philosophy
The Committee believes that the Company's executive compensation program
should attract and retain talented executives. The Committee provides its
executives with the opportunity to earn significant compensation if the Company
and the individual meet or exceed challenging performance goals. This strategy
has helped the Company attract, retain and motivate high quality executives.
The Committee periodically reviews a number of independent compensation surveys
as guidelines to determine competitive pay practices. The survey data is
reviewed directly and is also summarized by independent compensation
consultants. Generally, the survey data used is primarily for transportation-
related companies of similar size to the Company and based in the United
States. However, since the Company's competition for executive talent is not
limited to the transportation industry, compensation data for other companies
of similar size is also considered. The survey data used to assess the
Company's executive compensation includes some companies that are part of the
Dow Jones Transportation Index as well as other transportation and non-
transportation companies.
The income tax deductions of publicly traded companies may be limited to the
extent total compensation for particular executive officers exceeds $1 million
during any year. This deduction limit, however, does not apply to payments
which qualify as "performance based." The Committee has reviewed the
regulations issued by the Internal Revenue Service and will continue to review
the application of these rules to future compensation. However, the Committee
intends to continue basing its executive compensation decisions primarily upon
performance achieved, both corporate and individual, while retaining the right
to make subjective decisions and to award compensation that may or may not meet
all of the Internal Revenue Service's requirements for deductibility.
The Committee believes that the total compensation provided to the Company's
executives is both prudent and competitive. Also, the Committee believes that
the program has helped to successfully focus the Company's executive team on
increasing Company performance and stockholder value.
Base Salaries
Base salaries are determined at the discretion of the Committee based on a
review of competitive market pay practices, performance evaluations and
expected future individual contributions. The Committee uses the median of the
range of base salaries from independent compensation surveys to target the
Company's base salary levels. However, it also considers an individual's unique
position, responsibilities and performance in setting salary levels. In
reviewing individual performances, the Committee considers the views of the
Chief Executive Officer, Mr. Lewis Rubin, with respect to other executive
officers.
During fiscal year 2000, the Committee increased the base salary levels of
senior executives, other than the CEO, on average 15% after the Committee
considered, but did not formally weigh, inflation, corporate performance,
employee performance and competitive conditions.
Annual Incentives
Annual incentives are paid primarily through the Company's Economic Profit
Incentive Plan (the "Economic Profit Plan"). The Economic Profit Plan's
objectives are to enhance commitment to the long-term success of the Company by
linking personal financial rewards to the growth in value of the Company, by
increasing the Company's Economic Profit (as defined below), and to increase
the Company's ability to attract and retain key executives. Under the Economic
Profit Plan, annual
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<PAGE>
incentives are determined by establishing target incentive awards based on a
percentage of base salary. Actual earned bonus awards are based on corporate
performance or divisional performance depending upon the responsibilities of
the participant. Corporate and divisional performance is measured by the
cumulative growth of Economic Profit and then by comparing the actual Economic
Profit against a target Economic Profit as designated by the Committee. The
term "Economic Profit" is defined as after-tax operating profit (before
interest expense), less a capital charge for all capital invested in the
Company or division, as applicable. The term "capital charge" is defined as the
Company's weighted average, after-tax, cost of capital, representing a blend of
the Company's equity and debt capital cost.
Earned bonus awards for corporate executives (other than the CEO, Mr. Franz
and Mr. Ayers) are determined based on Company performance (weighted 100%). The
annual awards for Mr. William H. Franz and Mr. Jordan L. Ayers, each of whom
also serves as divisional president, are determined based on Company
performance (weighted 25%), and division performance (weighted 75%). The annual
award for the CEO is based on Company performance (weighted 100%).
Annual incentive target awards for the CEO and the other executives named in
the Summary Compensation Table range from 30% to 60% of salary. Actual cash
awards may be up to 1.5 times the target awards plus 33% of any positive amount
in the participant's bonus reserve account, an account maintained for each
participant which includes any earned but unpaid bonuses from prior years. This
bonus reserve account may also contain a negative balance from prior years, and
in such cases the negative amount must be offset against any positive reserve
amount. The Committee approved earned bonus awards for the executive officers
named in the Summary Compensation Table, other than the CEO, that averaged 108%
of the fiscal year 2000 targeted award levels. The annual incentive for the CEO
is discussed under the "CEO Compensation" section below.
Long-Term Incentives
From time to time, the Committee has granted stock options and restricted
shares to the Company's executives in order to align their interests with the
interests of stockholders. Since stock options are granted at market price, the
actual value of the stock options is wholly dependent on an increase in the
price of the Company's Common Stock. Stock options are considered effective
long-term incentives by the Committee because an executive is rewarded only if
the value of the Company's Common Stock increases, thus increasing stockholder
value. In determining grants of stock awards for executives, the Committee has
reviewed competitive data of long-term incentive practices at other
transportation-related companies and companies of similar size to the Company
but in other industries. The Committee also takes into account the level of
past stock compensation grants and the value of those grants in determining
awards for the Company's executives.
On November 6, 2000, the Committee recommended the grant of options covering
180,750 shares of the Company's Common Stock to certain key members of senior
management. The number of stock awards granted was based on the Committee's
review of the individual executive's position and potential within XTRA, and
the level of past stock compensation awards granted to the individual
executive.
CEO Compensation
For fiscal year 2000, Mr. Rubin earned an annual incentive award that was
122% of his fiscal year 2000 target annual incentive. The Committee also
awarded Mr. Rubin a stock option grant of 75,000
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<PAGE>
shares of the Company's Common Stock as part of the November 6, 2000 option
awards described above. The awards were determined by the Committee after
considering competitive stock award practices as well as Mr. Rubin's individual
performance and previous stock compensation awards. In evaluating the CEO's
individual performance, the Committee considered, but did not formally weigh,
the financial progress that the Company has made as measured by the growth of
Economic Profit and earnings per share as well as the factors described above
under "Compensation Philosophy".
Martin L. Solomon, Chairman
Michael N. Christodolou
Robert B. Goergen
Audit Committee Report
The Audit Committee is composed of Messrs. Christodolou (Chairman), Brown and
Solomon. Each of the members of the Audit Committee is independent (as defined
in the New York Stock Exchange's listing standards).
The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing financial
reports and other financial information provided by the Company to any
governmental body or the public, the Company's systems of internal controls
regarding finance, accounting, legal compliance and ethics that management and
the Board have established, and the Company's auditing, accounting and
financial processes generally. The Audit Committee annually recommends to the
Board of Directors the appointment of a firm of independent auditors to audit
the financial statements of the Company and meets with such independent
auditors, the Company's internal auditor, the CEO and the principal financial,
accounting, planning and legal personnel of the Company to review the scope and
the results of the annual audit, the amount of audit fees, the Company's
internal accounting controls, the Company's financial statements contained in
the Company's Annual Report to Stockholders and other related matters. A more
detailed description of the functions of the Audit Committee can be found in
the Company's Audit Committee Charter, attached to this proxy statement as
Appendix A.
The Audit Committee has reviewed and discussed with management the financial
statements for fiscal year 2000 audited by Arthur Andersen LLP, the Company's
independent auditors. The Audit Committee has discussed with Arthur Andersen
LLP various matters related to the financial statements, including those
matters required to be discussed by SAS 61 (Codification of Statements on
Auditing Standards, AU 380). The Audit Committee has also received the written
disclosures and the letter from Arthur Andersen LLP required by Independence
Standards Board Standard No. 1 (Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees), and has discussed with Arthur
Andersen LLP its independence. Based upon such review and discussions, the
Audit Committee recommended to the Board of Directors that the audited
financial statements be included in the Company's Annual Report on Form 10-K
for the fiscal year ending September 30, 2000 for filing with the Securities
and Exchange Commission.
Michael N. Christodolou, Chairman
H. William Brown
Martin L. Solomon
8
<PAGE>
Executive Compensation
Summary Compensation Table
The following information is given regarding compensation earned by the Chief
Executive Officer and the four other most highly compensated executive officers
of the Company during the 2000, 1999 and 1998 fiscal years.
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation Awards
------------------------------ ---------------------
Restricted Securities
Name and Other Annual Stock Underlying All Other
Principal Position Year Salary Bonus Compensation Awards(1) Options Compensation(2)
------------------ ---- -------- -------- ------------ ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Lewis Rubin 2000 $618,750 $452,740 -- -- 200,000 $12,411
President and Chief 1999 587,500 344,477 -- 25,000 75,000 14,250
Executive Officer 1998 537,500 593,684 -- -- -- 14,249
William H. Franz 2000 358,750 218,746 -- -- 100,000 12,411
Vice President, 1999 316,250 371,520 -- 12,500 37,500 14,250
XTRA Lease 1998 283,750 232,714 -- -- -- 14,249
Michael J. Soja 2000 276,250 117,911 -- -- 65,000 12,411
Vice President and 1999 246,250 84,393 -- 6,250 18,750 14,250
Chief Financial Officer 1998 232,150 163,866 -- -- -- 14,249
Jordan L. Ayers 2000 183,750 31,345 -- -- 40,000 11,831
Vice President, 1999 156,750 94,830 -- 3,750 11,250 12,260
XTRA Intermodal 1998 130,570 53,946 -- -- 2,500 11,760
Jeffrey R. Blum 2000 216,250 92,301 -- -- 65,000 12,411
Vice President, 1999 185,000 53,335 -- 6,250 11,250 14,250
Planning and
Development 1998 165,000 110,564 -- -- 6,000 14,249
</TABLE>
--------
(1) The restricted stock awards vest one-third on each of the first, second and
third anniversaries of the date of grant.
(2) The amounts shown for each named officer include matching Company 401(k)
contributions and the Company's contribution under its defined contribution
401(k) plan for fiscal year 2000 as follows: Mr. Rubin: $4,800 and $7,611;
Mr. Franz: $4,800 and $7,611; Mr. Soja: $4,800 and $7,611; Mr. Ayers:
$4,375 and $7,456; and Mr. Blum: $4,800 and $7,611.
Agreement with Mr. Rubin. On July 1, 1994, the Company entered into an
Individual Pension Agreement with Mr. Rubin pursuant to which the Company will
pay Mr. Rubin an annual life benefit of $100,000 if he continues to serve as
Chief Executive Officer of the Company until age 65. On November 6, 2000, the
Company's Board of Directors approved an amendment to the Individual Pension
Agreement to increase the amount of the annual life benefit to $200,000. In the
event of a Change of Control (as described below), the Company has agreed to
pay Mr. Rubin a lump sum payment equal to the present value of such annual
benefit in the event his employment with the Company is terminated within the
two-year period following the date of the Change of Control. The term "Change
of Control" under the agreement generally includes the following events: (i) a
person or group becomes the beneficial owner of more than 40% of the voting
power of the Company's securities, (ii) a change of control required to be
reported under certain provisions of the Securities and Exchange Act of 1934,
(iii) a consolidation, merger or other reorganization (other than such a
transaction (a) in which the immediately preceding voting power as amended,
continues to represent more than 50% of the voting power thereafter, or (b) in
which no person or group would acquire more
9
<PAGE>
than 20% of the voting power), or a sale of all or substantially all of the
assets of the Company or a plan of liquidation, and (iv) continuing Directors
cease to be a majority of the Board of Directors. In the event Mr. Rubin dies
while serving as Chief Executive Officer or after he becomes entitled to
benefits under the agreement, his surviving spouse, if any, would be entitled
to certain survivor benefits. Mr. Rubin would forfeit all benefits in the event
he joins the board of directors or becomes an executive officer of a competitor
of the Company within two years after the date of termination of his employment
with the Company, other than termination following a Change of Control.
Severance Agreements. On June 18, 1999, the Company entered into amended and
restated severance agreements with Messrs. Rubin, Franz, Soja and Blum,
providing each of them with severance benefits upon certain terminations of
their employment with the Company. Such agreements provide that if, within
twenty-four months following a Significant Transaction (as described below),
the executive's employment with the Company is terminated either by the Company
(other than for "cause", as defined in the agreements) or by such executive for
"good reason" (as defined in the agreements), the executive would receive a
severance payment equal to two times the executive's annual base salary (at the
rate in effect immediately prior to the date of termination) and his annualized
average bonus amount for the prior two fiscal years and the portion of any year
in which the termination occurs. In addition, the agreements provide for the
immediate vesting of all bonus awards, stock options, etc. For a period of two
years following any such termination of employment, the executive would be
entitled to participate in all welfare benefit plans (other than disability)
provided by the Company. The term "Significant Transaction" as defined in the
agreements generally includes the following events: (i) a reorganization,
merger or consolidation or sale or other disposition of all or substantially
all of the assets of the Company (or, in the case of Mr. Franz, XTRA Lease),
unless (a) the voting power immediately prior to such transaction continues to
represent 50% or more of the voting power thereafter, (b) no individual or
group would acquire 30% or more of the voting power, and (c) at least a
majority of the members of the board of directors of the corporation resulting
from such transaction were members of the Board at the time of the execution of
the initial agreement or of the action of the Board, providing for such
transaction; or (ii) approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company (or, in the case of Mr. Franz, XTRA
Lease, other than a liquidation or dissolution of such subsidiary into the
Company or any subsidiary of the Company). The severance agreements further
provide for a "gross-up" under which, if amounts paid under such agreements
would be subject to a federal excise tax on "excess parachute payments," the
Company will pay such executives an additional amount of cash so that, after
payment of all such taxes by the employee, the employee will have received the
amount he would have received in the absence of any such tax.
10
<PAGE>
Option/SAR Grants Table
The table below includes for the individuals named in the Summary
Compensation Table certain information concerning individual grants of stock
options made during fiscal year 2000.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Grant Date
Individual Grants Value
------------------------------------------------------ ----------
% of Total
Number of Options Exercise
Securities Granted to or Base Grant Date
Underlying Employees in Price Present
Name Options Granted Fiscal Year ($/Sh) Expiration Date Value(1)
---- --------------- ------------ -------- --------------- ----------
<S> <C> <C> <C> <C> <C>
Lewis Rubin 200,000 42% $41.19 November 9, 2004 $2,892,000
William H. Franz 100,000 21% $41.19 November 9, 2004 1,446,000
Michael J. Soja 65,000 14% $41.19 November 9, 2004 939,900
Jordan L. Ayers 40,000 8% $41.19 November 9, 2004 578,400
Jeffrey R. Blum 65,000 14% $41.19 November 9, 2004 939,900
</TABLE>
--------
(1) This is a hypothetical valuation as of the grant date using a modified
Black-Scholes valuation formula pursuant to Securities and Exchange
Commission regulations and does not reflect the actual value of the option
awards at any given time. The Black-Scholes model assumed (a) an option
term of 5 years, (b) a risk-free interest rate of 5.8% (the yield on 5-
year U.S. Treasury securities), (c) a standard deviation of stock-return
of 26%, and (d) a dividend yield of 0%. The standard deviation of stock
return represents a statistical measure intended to reflect the
anticipated fluctuation of price movements over the life of the option.
Aggregate Option/SAR Exercises and
Fiscal Year-End Option/SAR Value Table
The table below includes for the individuals named in the Summary
Compensation Table certain information concerning each exercise of stock
options during fiscal year 2000 and the fiscal year-end value of unexercised
options.
Aggregate Option Exercises and
Fiscal Year-End Option Value Table
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Shares Acquired Value Options at Fiscal Year In-the-Money Options at
on Exercise (#) Realized ($) End Fiscal Year End ($)(1)
--------------- ------------ ------------------------- -------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Lewis Rubin -- -- 241,667 133,333 $309,084 $491,999
William H. Franz -- -- 115,833 66,667 136,091 246,001
Michael J. Soja -- -- 66,667 43,333 98,147 159,899
Jordan L. Ayers 100 $4,660 27,983 26,667 46,687 98,401
Jeffrey R. Blum -- -- 54,417 43,333 86,242 159,899
</TABLE>
--------
(1) Based on share price of $44.44, which was the closing price for a share of
the Company's Common Stock on September 29, 2000.
11
<PAGE>
Stock Performance Graph
The graph below compares cumulative total shareholder returns for the
Company for the preceding five fiscal years with the S&P 500 Stock Index and
the Dow Jones Transportation Index. The graph assumes the investment of $100
at the commencement of the measurement period with dividends reinvested.
XTRA Corporation
Comparison of Cumulative Total Return *
Fiscal Year Ending September 30, 2000
[GRAPH]
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
AMONG XTRA CORPORATION, THE S & P 500 INDEX
AND THE DOW JONES TRANSPORTATION AVERAGE INDEX
DOW JONES TRANSPORTATION
XTRA CORPORATION S&P 500 AVERAGE
9/95 100.00 100.00 100.00
9/96 97.01 120.34 107.37
9/97 132.67 169.01 163.91
9/98 109.72 184.30 141.72
9/99 93.67 235.54 157.42
9/00 104.71 266.83 138.35
* $100 INVESTED ON 9/30/95 IN STOCK OR INDEX-INCLUDING REINVESTMENT OF
DIVIDENDS. FISCAL YEAR ENDING SEPTEMBER 30.
12
<PAGE>
Compensation of Directors
The Company pays its Directors, other than the Chairman, a monthly retainer
of $1,375. The Chairman of the Board is paid a monthly retainer of $5,000. All
Directors are paid a fee of $1,250 for each meeting of the Board of Directors
attended in person or by telephone. In addition, Committee chairmen and members
receive $1,250 for each Committee meeting attended. An additional monthly
retainer of $417 is also paid to Committee chairmen. Mr. Rubin, as an officer,
does not receive fees for attendance at Committee meetings. Non-employee
Directors may elect to defer part or all of their director's fees pursuant to
the Company's Deferred Director Fee Option Plan.
Deferred Director Fee Option Plan -- The Company's Deferred Director Fee
Option Plan (the "1993 Plan") permits non-employee Directors to choose between
receiving their fees from the Company in the form of cash or non-qualified
stock options. The option exercise price is 50% of the fair market value of the
shares at the time the options are awarded and the amount of shares is
determined by dividing the directors' fees by the difference between the
exercise price and the fair market value. Messrs. Bills, Brown, Christodolou
and Solomon have elected to participate in the 1993 Plan. At November 5, 2000,
there were outstanding options to purchase 16,299 shares of the Company's
Common Stock at an average option exercise price of $21.95.
During fiscal year 2000, the following Directors were awarded stock options
pursuant to the 1993 Plan:
<TABLE>
<CAPTION>
Securities
Date of Underlying Exercise
Name Grant Options Price
---- -------- ---------- --------
<S> <C> <C> <C>
Michael D. Bills 12/30/99 403 $21.09
1/27/00 754 21.87
H. William Brown 12/30/99 557 21.09
1/27/00 983 21.87
Michael N. Christodolou 12/30/99 723 21.09
1/27/00 983 21.87
Martin L. Solomon 12/30/99 676 21.09
1/27/00 983 21.87
</TABLE>
Stock Option Plan for Non-Employee Directors -- The Company has established
the 1991 Stock Option Plan for Non-Employee Directors (the "1991 Plan"),
pursuant to which each of the then-current Directors who was not an employee of
the Company (each an "Eligible Director") was awarded options to purchase 4,000
shares of Common Stock upon adoption of the 1991 Plan. The Plan also provides
initial grants to newly-elected Directors for options to purchase 4,000 shares
of the Company's Common Stock. Following the initial grant, each person who is
an Eligible Director on the day immediately succeeding the day of each annual
meeting of stockholders of the Company will receive options to purchase 1,000
shares (subject to the maximum number of shares available under the 1991 Plan)
of Common Stock on such date. On November 9, 1999, the Board of Directors
adopted amendments (the "Amendments") to the 1991 Plan which were approved by
the stockholders at the 2000 Annual Meeting of Stockholders. The Amendments to
the 1991 Plan (i) increased from 1,000 to 3,000 the number of shares for which
options will be awarded annually to Directors, and (ii) increased from 4,000 to
6,000 the number of shares for which options will be awarded to newly-elected
Directors. The exercise price of each option granted under the 1991 Plan is
100% of fair market value (as defined
13
<PAGE>
in the 1991 Plan) on the date of award. At November 5, 2000 there were
outstanding options to purchase 42,000 shares of the Company's Common Stock
under the 1991 Plan at an average option exercise price of $46.68. The exercise
price of the options for 3,000 shares awarded to each such Director following
the 2000 Annual Meeting of Stockholders was $43.75 per share. Options granted
under the 1991 Plan become exercisable on the earlier of (i) the first
anniversary of the date of grant or (ii) the date immediately prior to the date
of the next annual meeting of stockholders following the grant date provided
that such date is at least 355 days after such grant date. 100,000 shares have
been authorized for delivery upon exercise of options under the 1991 Plan. The
1991 Plan is administered by the Compensation Committee of the Board of
Directors.
OTHER INFORMATION
Availability of Auditors
Representatives of Arthur Andersen LLP, the independent auditors for the
Company's 2000 fiscal year, are expected to attend the 2001 Annual Meeting,
where they will have the opportunity to make a statement if they wish to do so
and will be available to answer appropriate questions from the stockholders.
Outstanding Voting Securities
On November 5, 2000, there were outstanding and entitled to vote 11,825,173
shares of the Common Stock of the Company, constituting the only class of
outstanding voting securities. Each share of Common Stock has one vote.
Quorum, Voting of Proxies, Required Vote and Method of Tabulation
Consistent with state law and under the Company's By-laws, a majority of the
shares entitled to be cast on a particular matter, present in person or
represented by proxy, constitutes a quorum as to such matter. Votes cast by
proxy or in person at the Annual Meeting will be counted by persons appointed
by the Company to act as election inspectors for the meeting.
Proxies will be voted as specified by the stockholders. If specific choices
are not indicated, proxies will be voted FOR the election of all of the
nominees for Director specified above.
Directors will be elected by a plurality of the votes properly cast for the
election of the Directors at the meeting.
14
<PAGE>
Beneficial Ownership of more than Five Percent of the Voting Securities
Information with respect to beneficial ownership of the Company's Common
Stock is based in part upon information contained in filings with the
Securities and Exchange Commission and in part on information obtained directly
from the holders. The only persons or entities known to the Company to be the
beneficial owner of five percent or more of the Company's voting securities as
of November 5, 2000 are as follows:
<TABLE>
<CAPTION>
Amount and
Nature of Percent
Title of Beneficial of
Name and Address of Beneficial Owner Class Ownership(1) Class
------------------------------------ -------- ------------ -------
<S> <C> <C> <C>
Tiger Management Corporation Common Stock 3,175,594 27%
101 Park Avenue
New York, New York 10178
Westport Asset Management, Inc. Common Stock 1,259,600 11%
253 Riverside Avenue
Westport, Connecticut 06880
Ontario Teachers' Pension Plan Board Common Stock 1,134,114 10%
5650 Yonge Street, 5th Floor
Toronto, Ontario, Canada M2M 4H5
American Century Companies, Inc. Common Stock 975,000 8%
4500 Main Street
Kansas City, Missouri 64111
Dimensional Fund Advisors, Inc. Common Stock 607,600 5%
1299 Ocean Avenue
Santa Monica, California 90401
</TABLE>
--------
(1) Nature of beneficial ownership is direct and arises from sole voting and
investment power.
Information with respect to beneficial ownership of the Company's Common
Stock is based in part upon information contained in filings with the
Securities and Exchange Commission and in part on information obtained directly
from the holders. The percentages shown in the foregoing table have been
computed on the basis of shares outstanding on November 5, 2000. The number of
shares reported as held for each of Tiger Management and Dimensional Fund
Advisors, Inc. was as of September 30, 2000, for Westport Asset Management,
Inc. was as of November 17, 2000, for American Century Companies, Inc. was as
of December 10, 2000 and for Ontario Teacher's Pension Plan Board was as of
November 27, 2000.
Annual Report
The Annual Report of the Company for the fiscal year ended September 30, 2000
has been mailed to all stockholders.
Stockholder Proposals and Director Nominations
Stockholder proposals intended to be presented at the 2002 Annual Meeting
must be received by the Company on or before August 22, 2001 for inclusion in
the proxy material for that meeting. Any
15
<PAGE>
such proposals should be mailed to: Secretary, XTRA Corporation, 200 Nyala
Farms Road, Westport, Connecticut 06880.
The Company's By-Laws also establish an advance notice procedure with respect
to stockholder nomination of candidates for election as Directors and other
stockholder proposals (whether or not such proposals are to be included in the
Company's proxy material). A notice regarding stockholder nominations for
Director or other stockholder proposals must be received by the Secretary of
the Company not less than 90 days prior to the first anniversary of the date of
the last annual meeting. Accordingly, with respect to the 2002 Annual Meeting,
the notice must be received by the Secretary of the Company by October 27,
2001. Any such notice must contain certain specified information concerning the
persons to be nominated or the proposal being made and the stockholder
submitting the nomination or proposal, all as set forth in the By-Laws. The
presiding officer of the meeting may refuse to acknowledge any Director
nomination or other stockholder proposal not made in compliance with such
advance notice requirements.
If a stockholder wishing to present a proposal at the 2002 Annual Meeting
(without regard to whether it will be included in the proxy materials for that
meeting) fails to notify the Company not later than November 5, 2001, the
proxies the Company's management receives for the meeting will accord
management discretionary authority to vote on that stockholder's proposal if it
is properly brought before the meeting.
Solicitation
Proxies may be solicited by Directors, officers and a small number of regular
employees of the Company personally or by mail, telephone, facsimile, e-mail,
the internet or otherwise, but such persons will not be specially compensated
for such service. Banks and brokers will be requested to solicit proxies from
their customers, where appropriate, and the Company will reimburse them for
their reasonable expenses. The cost of such solicitation will be borne by the
Company. In addition, the Company has retained Morrow & Co., Inc. to assist in
the solicitation of proxies for a fee of approximately $4,000 plus out-of-
pocket expenses.
Other Matters
The Board of Directors does not know of any matters other than those
described in this proxy statement that will be presented for action at the
meeting. If other matters come before the meeting, the persons named as proxies
intend to vote in accordance with their judgment.
16
<PAGE>
Appendix A
XTRA CORPORATION
AUDIT COMMITTEE CHARTER
The Audit Committee of XTRA Corporation shall be appointed by the Board of
Directors annually and shall consist solely of three or more independent
Directors, one of whom shall be the Chairman. A Director shall be considered
independent if they have no relationship to the Company that may interfere with
the exercise of their independence from management and the Company. All members
of the Committee shall have a working familiarity with basic finance and
accounting practices, and at least one member of the Committee shall have
accounting or related financial management expertise.
The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing: the
financial reports and other financial information provided by the Company to
any governmental body or the public; the Company's systems of internal controls
regarding finance, accounting, legal compliance and ethics that management and
the Board have established; and the Company's auditing, accounting and
financial processes generally. The Audit Committee shall have access to all
records of the Company, shall perform the following functions, and shall have
and may exercise such powers as are appropriate for the performance thereof:
A.Financial Practices:
1. Review the Company's Annual Report and the related Form 10-K and the
quarterly reports on Form 10-Q prior to their release to the public.
2. Study the format and timeliness of financial reports presented to the
public or used internally and, when indicated, recommend changes for
appropriate consideration by the management.
3. Meet with the Company's General Counsel quarterly to review legal and
environmental matters that may have a significant impact on the Company
or its financial reports.
4. Meet with the Company's Vice President of Administration to review
safety, insurance, and other risk management issues that may have a
significant impact on the Company or its financial reports.
5. Insure that management has been diligent and prudent in establishing
accounting provisions for probable losses or doubtful values and in
making appropriate disclosures of significant financial conditions or
events.
6. Review press releases submitted by management in connection with the
release of quarterly, annual, or special financial statements. In
respect thereto, to recommend to the Chairman of the Board any changes
which appear necessary to conform releases with appropriate professional
practice.
7. Recommend changes in procedures which are necessary to insure the
security of the asset values and the effective realization of earnings
over the long term.
17
<PAGE>
B.Outside Auditors:
The outside auditor is ultimately accountable to the Company's Board of
Directors and Audit Committee who, as representatives of the shareholders,
have the ultimate authority and responsibility to select, evaluate, and, where
appropriate, replace the outside auditor.
1. Review the management's recommendation on the outside auditor to be
selected each year and make final proposal to the Board of Directors in
respect to such appointment.
2. In conjunction with the Corporate Controller, review the general scope
of the annual audit, approve the extent and nature of such activity, and
agree upon the general level of the related fees.
3. Request from the outside auditor each year a formal written statement
detailing all relationships between the auditor and the Company.
4. Consider any significant non-audit assignments given to the outside
auditor and judge their impact upon the general independence of the
audit firm as it performs the annual audit.
5. Maintain an independent contact with the senior personnel of the outside
auditor and communicate freely and openly with them in respect of
financial developments.
C.Internal Audit:
1. Review quarterly with the Director of Internal Audit the scope and
implications of the Company's internal audit activities and consider
their adequacy.
2. Maintain direct access to the internal auditor and his reports. If
deemed useful, require that special studies be initiated on subjects of
special interest to the Audit Committee.
3. Support the direct interface of the internal auditor with the members of
the Audit Committee.
D.Internal Control:
1. Understand the system of internal controls used by the Company. By means
of special reports from financial management, make periodic reviews of
significant aspects of the system.
2. Review the comments on internal controls submitted by the outside
auditor and insure that appropriate suggestions for improvement are
promptly addressed and incorporated into operating practices.
3. Review the operating principles identified in the "Financial, Accounting
and Administrative Practices Manual" and obtain assurances from
financial management and the Director of Internal Audit that such
practices are being effectively implemented.
4. Prior to the Annual Meeting, examine a detailed report of the expenses
and perquisites of the officers of the Company and of the Board members
and report to the Board of Directors on their appropriateness.
E.Financial Reporting Processes:
1. In consultation with the outside auditor and the Director of Internal
Audit, review the integrity of the organization's financial reporting
processes, both internal and external.
18
<PAGE>
2. Consider the outside auditor's judgments about the quality and
appropriateness of the Company's accounting principles as applied in its
financial reporting.
3. Consider and approve, if appropriate, major changes to the Company's
auditing and accounting principles and practices as suggested by the
outside auditor, management or the Director of Internal Audit.
F.Financial Staff:
1. Review the professionalism and competence of the principal financial
executives and consider their present and future abilities to represent
the Company's interests.
2. Consider the general adequacy of the financial staffing and its
compensation and, when needed discuss such matters with the Chief
Executive Officer.
G.Special Duties:
1. Upon request, assist management by appearing before investment,
professional, or regulatory bodies in matters dealing with financial
statements, internal controls, tax treatments, or the accounting
policies employed in relation thereto.
2. Upon request from the Chairman of the Board, make special studies of
matters related to the financial operations of the Company or to
allegations of managerial misconduct by its executives.
3. In conjunction with the General Counsel, review the compliance of
executives with the Company's "Business Conduct Policy."
4. Consider dividend recommendations made by the management. With
particular concern for cash flow, indenture restrictions, legal and
professional requirements, alert the Board of Directors to any present
or potential limiting factors.
5. Review and update its Charter periodically, at least annually, as
conditions dictate.
Meetings of the Audit Committee will be held quarterly prior to the release
of corporate earnings reports and at such other times as shall be required by
the Chairman of the Board or the Chairman of the Committee. Two or more
committee members shall constitute a quorum.
At the invitation of the Chairman of the Committee, the meeting shall be
attended by the Chief Executive Officer, the Chief Financial Officer, the
General Counsel, the Corporate Controller, the Director of Internal Audit, the
representatives of the outside auditor, and such other persons as are
appropriate to the matters under consideration.
Twice each year or upon request of the Chairman of the Committee, the Audit
Committee will meet in "executive session" with the outside auditor and with
the Director of Internal Audit to consider all circumstances related to the
audit and financial process.
Written minutes pertaining to each meeting shall be filed with the Chairman
of the Board by the Chairman of the Committee and an oral report shall be
presented by the Chairman of the Committee at each Board meeting.
August 5, 1999
19
<PAGE>
2000-PS-01
<PAGE>
XTRA CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints as proxies, each with power of substitution,
Robert B. Goergen and Lewis Rubin, or any of them, and hereby authorizes them to
represent and to vote, as designated on the reverse side, all the shares of
Common Stock, par value $.50 per share, of XTRA Corporation (the "Company") held
of record by the undersigned on December 8, 2000, at the Annual Meeting of
Stockholders to be held January 25, 2001 at the Hyatt Regency Hotel, 1800 East
Putnam Avenue, Greenwich, Connecticut, and at any adjournments thereof. The
proxies appointed shall act by a majority of such of them as shall be present at
the meeting, or if only one is present, by that one. The undersigned hereby
revokes any proxies heretofore given.
Please sign and date this proxy on SEE REVERSE
the reverse side where indicated SIDE
<PAGE>
[X] Please mark votes as in this example.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED, OR IF NO
DIRECTION IS MADE, FOR ALL OF THE DIRECTOR NOMINEES. THE BOARD OF DIRECTORS
RECOMMENDS A VOTE FOR ALL OF THE DIRECTOR NOMINEES.
1. To elect a Board of Directors for the ensuing year.
NOMINEES: Michael D. Bills, H. William Brown, Michael N. Christodolou, Robert B.
Goergen, Lewis Rubin and Martin L. Solomon
FOR ALL NOMINEES WITHHELD FROM ALL NOMINEES
[_] [_]
[_]
For all nominees except as noted above
2. The proxies have, in their discretion, the authority to vote upon such other
matters as may properly come before the meeting and any adjournments thereof.
[ ] MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Please sign exactly as name appears hereon.
All joint owners should sign. When signing as attorney, executor, administrator,
trustee, guardian, or custodian for a minor, please give full title as such. If
a corporation, please sign full corporate name and indicate the signer's office.
If a partnership, sign in partnership name.
Signature Date
----------------------------------------------- ----------------
Signature Date
----------------------------------------------- ----------------
