<PAGE>
================================================================================
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
COMPUTER SCIENCES CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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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):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(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:
-------------------------------------------------------------------------
(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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Notes:
<PAGE>
Computer Sciences Corporation
Notice of Annual Meeting of Stockholders
on August 9, 1999
The Annual Meeting of Stockholders of Computer
Sciences Corporation will be held at the Sheraton
Gateway Hotel, Los Angeles Airport, 6101 West Century
Boulevard, Los Angeles, California 90045, at 2:00 p.m.,
Pacific Daylight Time, on August 9, 1999 for the
following purposes:
1. To elect a board of nine directors to serve for
the ensuing year and until their successors are elected
and qualified; and
2. To transact such other business as may properly
come before the meeting.
Only stockholders of record at the close of business
on June 18, 1999 will be entitled to notice of and to
vote at the meeting or any adjournment thereof.
STOCKHOLDERS WHO ARE NOT ABLE TO ATTEND THE MEETING
PERSONALLY ARE URGED BY MANAGEMENT TO COMPLETE, DATE,
SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS
POSSIBLE.
By Order of the Board of Directors,
/s/ Hayward D. Fisk
Hayward D. Fisk
Vice President, General Counsel and Secretary
El Segundo, California
July 1, 1999
[LOGO OF COMPUTER SCIENCES CORPORATION]
<PAGE>
Computer Sciences Corporation
2100 East Grand Avenue
El Segundo, California 90245
(310) 615-0311
----------------
PROXY STATEMENT
----------------
The Annual Meeting of Stockholders of Computer Sciences Corporation ("CSC"
or the "Company") will be held at the Sheraton Gateway Hotel, Los Angeles
Airport, 6101 West Century Boulevard, Los Angeles, California 90045, at 2:00
p.m., Pacific Daylight Time, on August 9, 1999 for the following purposes:
1. To elect a board of nine directors to serve for the ensuing year and
until their successors are elected and qualified; and
2. To transact such other business as may properly come before the
meeting.
The approximate date of mailing the proxy material is July 1, 1999.
SOLICITATION OF PROXIES
This Proxy Statement is furnished to stockholders of the Company in
connection with the solicitation of proxies for use at the Annual Meeting.
This solicitation is made by the Board of Directors of the Company and the
cost of solicitation will be borne by the Company. Solicitation other than by
mail may be made personally, by telephone or by facsimile, by regularly
employed officers and employees of the Company who will not be additionally
compensated therefor. The Company will request persons holding stock in their
names for others, such as trustees, brokers and nominees, to forward proxy
material to their principals and request authority for the execution of the
proxy and will reimburse such persons for their expenses in so doing. In
addition, the Company has engaged the services of Morrow & Co., Inc. with
respect to proxy soliciting matters at an expected cost to the Company of
approximately $8,000, not including incidental expenses.
The Annual Report of the Company for the fiscal year ended April 2, 1999 is
being mailed to stockholders under the same cover as this Proxy Statement.
You are requested to complete, date, sign and return the enclosed proxy to
ensure that your shares will be voted. All shares of CSC Common Stock
represented by properly executed proxies will, unless such proxies have
previously been revoked, be voted in accordance with the instructions
indicated in such proxies. If no such instructions are indicated, such shares
of CSC Common Stock will be voted in favor of the election of the nominees to
the Board of Directors. The Company does not know of any matters other than as
described in the Notice of Annual Meeting that are to come before the Annual
Meeting. If any other matter or matters are properly presented for action at
the Annual Meeting, the proxy holders named in the enclosed proxy and acting
thereunder will have the discretion to vote on such matters in accordance with
their best judgment, unless such authorization is withheld.
A stockholder who has given a proxy may revoke it at any time prior to its
exercise by giving written notice thereof to the Secretary of the Company, by
signing and returning a proxy bearing a later date or by voting in person at
the Annual Meeting. Mere attendance at the Annual Meeting, however, will not
in and of itself have the effect of revoking the proxy.
<PAGE>
VOTING RIGHTS
Only stockholders of record at the close of business on June 18, 1999 will
be entitled to notice of and to vote at the Annual Meeting and any adjournment
thereof. The issued and outstanding capital stock of the Company at that date
consisted of 159,638,183 shares of Common Stock.
The presence in person or by properly executed proxy of the holders of a
majority of the outstanding shares of CSC Common Stock is necessary to
constitute a quorum at the Annual Meeting. Abstentions and broker non-votes
will be treated as shares which are present for purposes of determining the
existence of a quorum, but which are not present for purposes of determining
whether a proposal has been approved. The term "broker non-vote" refers to
shares held by a broker in street name which are present by proxy, but which
are not voted on a matter pursuant to rules prohibiting brokers from voting on
non-routine matters without instructions from the beneficial owner of the
shares. The election of directors is a routine matter upon which a broker may,
in the absence of instructions from the beneficial owner, exercise his or her
discretion in voting the shares.
Holders of CSC Common Stock are entitled to one vote for each share, except
that stockholders and any proxy holders for such stockholders are entitled to
exercise the right to cumulative voting for the election of directors. In
order to exercise the right of cumulative voting, one or more of the
stockholders requesting cumulative voting must give notice before the vote to
the President or Secretary of the Company that the stockholder desires that
the voting for the election of directors be cumulative.
Under cumulative voting, each stockholder may give one nominee the number of
votes equal to the number of directors to be elected multiplied by the number
of shares held by the voting stockholder, or the individual stockholder can
distribute his or her votes among as many nominees as such stockholder deems
appropriate. The nominees (up to the number to be elected) receiving the
highest number of votes will be declared elected. If the right to cumulative
voting is exercised, the proxy holders named in the enclosed proxy and acting
thereunder will have the discretion to cumulate votes in any manner, and to
vote for less than all of the nominees indicated on any such duly executed
proxy, in order to elect the maximum number of the nominees set forth in ITEM
I below.
2
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table sets forth information regarding beneficial ownership of
CSC Common Stock as of June 18, 1999 by (i) each person or group known by the
Company to own beneficially more than 5% of the outstanding CSC Common Stock,
(ii) each of the five executive officers of the Company named in the Summary
Compensation Table on page 9, (iii) each of the directors of the Company and
(iv) all executive officers and directors of the Company, as a group. Unless
otherwise indicated, each such person or group has sole voting and investment
power with respect to all shares beneficially owned.
<TABLE>
<CAPTION>
Name and Address Number of Shares Percent
of Beneficial Owner(/1/) Beneficially Owned of Class
------------------------ ------------------ --------
<S> <C> <C>
DST Systems Inc. ........ 8,649,142(/2/) 5.4%(/2/)
1055 Broadway
Kansas City, Missouri
64105
Van B. Honeycutt......... 697,053(/3/) (/3/)(/4/)
Ronald W. Mackintosh..... 149,000(/3/) (/3/)(/4/)
Thomas R. Madison,
Jr.(/5/)................ 2,368(/3/) (/3/)(/4/)
Leon J. Level............ 165,343(/3/) (/3/)(/4/)
Milton E. Cooper......... 257,308(/3/) (/3/)(/4/)
Irving W. Bailey, II..... 9,934(/6/) (/4/)
Stephen L. Baum.......... 0
William R. Hoover........ 489,810(/7/) (/4/)
Thomas A. McDonnell...... 16,898(/3/)(/6/)(/8/) (/3/)(/4/)
F. Warren McFarlan....... 9,092(/6/) (/4/)
James R. Mellor.......... 6,044(/6/) (/4/)
William P. Rutledge...... 1,496(/6/) (/4/)
All executive officers
and directors of the
Company, as a group
(18 persons)............ 2,000,573(/3/)(/6/)(/8/)(/9/) 1.3%(/3/)(/6/)
</TABLE>
- ---------------------
(/1/Unless)otherwise indicated, the address of each person or group is c/o
Computer Sciences Corporation, 2100 East Grand Avenue, El Segundo,
California 90245.
(/2/This)information, which is not within the direct knowledge of the Company,
has been derived from a Schedule 13D filed with the Securities and
Exchange Commission on August 12, 1996.
(/3/With)respect to Messrs. Honeycutt, Mackintosh, Level, Cooper, McDonnell
and all executive officers and directors as a group, includes 628,726,
107,000, 142,800, 240,000, 16,898 and 1,300,990 shares of CSC Common
Stock, respectively, subject to options which were outstanding on June 18,
1999 and which will be exercisable within 60 days thereafter. These shares
have been deemed to be outstanding in computing the Percent of Class.
With respect to Messrs. Honeycutt, Madison, Level, Cooper and all executive
officers and directors as a group, includes 5,927, 368, 1,867, 2,308 and
14,697 shares of CSC Common Stock, respectively, which are held for the
accounts of such persons under the Company's Matched Asset Plan and with
respect to which such persons had the right, as of June 18, 1999, to give
voting instructions to the Committee administering the Plan.
(/4/Less)than 1%.
(/5/Mr.)Madison resigned from the Company effective May 10, 1999.
(/6/With)respect to Messrs. Bailey, McDonnell, McFarlan, Mellor and Rutledge,
includes 2,934, 16,898, 4,292, 4,844 and 1,096 shares of CSC Common Stock,
respectively, which shares are subject to restricted stock units that were
outstanding on June 18, 1999, and which shares would, pursuant to such
restricted stock units, be distributed to such directors if their
directorships were to terminate on August 17, 1999. These shares have been
deemed to be outstanding in computing the Percent of Class.
(/7/Mr.)Hoover and his wife share voting and investment power with respect to
all of such shares.
(/8/Does)not include the 8,649,142 shares of CSC Common Stock indicated above
as beneficially owned by DST Systems, Inc., of which Mr. McDonnell is
President, Chief Executive Officer and a director.
(/9/Of)such 2,000,573 shares of CSC Common Stock, the executive officers and
directors, as a group, have sole voting and investment power with respect
to 1,505,613 shares, and shared voting and investment power with respect
to 494,960 shares.
3
<PAGE>
ITEM 1.
ELECTION OF DIRECTORS
The Board of Directors consists of nine directors, each of whom will stand
for reelection at the Annual Meeting. Each of the nine directors to be elected
at the Annual Meeting will hold office for the ensuing year and until his or
her successor is elected and qualified. It is intended that the accompanying
proxy, if furnished, will be voted for the election to the Board of Directors
of the nine nominees named below.
The following information with respect to each person nominated for election
as a director has been furnished to the Company by the nominees as of June 18,
1999.
<TABLE>
<CAPTION>
Director
Name Business Experience(/1/) Since
---- ------------------------ --------
<C> <S> <C>
Irving W. Bailey, II.... President, Bailey Capital Corporation. 1992
Former Chairman and Chief Executive
Officer of Providian Corporation. Director
of High Speed Access Corp. Age 58.
Stephen L. Baum......... Vice Chairman, President and Chief 1999
Operating Officer of Sempra Energy. Age
58.
Van B. Honeycutt........ Chairman, President and Chief Executive 1993
Officer of the Company. Prior thereto,
President and Chief Operating Officer of
the Company. Director of Beckman Coulter,
Inc. Age 54.
William R. Hoover....... Chairman of the Executive Committee of the 1968
Board of Directors of the Company. Former
Chairman, President and Chief Executive
Officer of the Company. Director of
Merrill Lynch & Co., Inc., Storage
Technology Corporation and Rofin-Sinar
Technologies Inc. Age 69.
Leon J. Level........... Vice President, Chief Financial Officer 1989
and Director of the Company. Age 58.
Thomas A. McDonnell..... President, Chief Executive Officer and 1997
Director of DST Systems, Inc. Director of
Euronet Services Inc., Informix
Corporation, BHA Group Holdings, Inc. and
Cerner Corporation. Age 53.
F. Warren McFarlan...... Senior Associate Dean, Director of 1989
External Relations and Albert H. Gordon
Professor of Business Administration,
Graduate School of Business
Administration, Harvard University.
Director of Providian Financial
Corporation and Pioneer Hi-Bred
International, Inc. Age 61.
James R. Mellor......... Former Chairman, President and Chief 1992
Executive Officer of General Dynamics
Corporation. Director of General Dynamics
Corporation, Bergen Brunswig Corporation,
USEC Inc., Howmet International Inc. and
IDT Corporation. Age 69.
William P. Rutledge..... Chairman, President, Chief Executive 1997
Officer and Director of Communications &
Power Industries Holding Corporation.
Former President, Chief Executive Officer
and Director of Allegheny Teledyne
Incorporated. Age 57.
</TABLE>
- ---------------------
(/1/Represents)the nominee's principal occupation during the past five years
and current directorships of publicly held companies and registered
investment companies.
4
<PAGE>
No nominee for director beneficially owns 1% or more of the outstanding
shares of the Company. See note 8 on page 3 above, however.
Article III, Section 15 of the Bylaws provides that a director shall not
serve beyond, and shall automatically retire at, the close of the first
meeting of the Board of Directors held during the month in which such director
shall become age 70; provided, however, that any person who was a director on
December 6, 1996 and who was age 65 or older on such date may serve until, but
shall automatically retire at, the close of the first meeting of the Board of
Directors held during the month in which such director shall become age 72. If
no meeting of the Board of Directors is held during such month, the director
shall automatically retire as of the last day of such month. Notwithstanding
the foregoing, if the Board of Directors shall determine that it is in the
best interests of the Company and its stockholders for a person to continue to
serve as a director for a period of time not exceeding one year after the date
upon which Article III, Section 15 would otherwise require such person to
retire, then such person shall not be so required to retire until the end of
such period of time.
At the previous election of directors held at the Annual Meeting of
Stockholders on August 10, 1998, approximately 84% of the outstanding shares
eligible to vote were represented either in person or by proxy. More than 98%
of the shares present and voting at the 1998 Annual Meeting of Stockholders
voted for the director nominees, and more than 60% voted to approve the 1998
Stock Incentive Plan.
Meetings of the Board of Directors and its Committees
During the fiscal year ended April 2, 1999, the Board of Directors held
seven meetings. The incumbent directors, while serving during the last fiscal
year, attended over 93% of the meetings of the Board of Directors and the
committees of the Board on which they served.
Among the standing committees of the Board of Directors of the Company are
the Audit Committee, Compensation Committee and Executive Committee. The Board
of Directors does not have a Nominating Committee.
Messrs. McFarlan (Chairman), Baum and McDonnell serve as the members of the
Audit Committee, which during the last fiscal year held three meetings. The
principal duties and responsibilities of the Audit Committee are to recommend
to the Board the accounting firm to be engaged as the Company's independent
auditors and the terms of its engagement, and to meet with the Company's
independent and internal auditors to review the scope of their audits and
audit findings. None of the members of the Audit Committee is, or has ever
been, an employee of the Company or any of its subsidiaries.
Messrs. Mellor (Chairman), Bailey and Rutledge serve as the members of the
Compensation Committee, whose principal function is to determine the
compensation of the executive officers, and to administer the Company's stock
incentive plans. During, the last fiscal year, the Compensation Committee held
three meetings. None of the members of the Compensation Committee is, or has
ever been, an employee of the Company or any of its subsidiaries.
Messrs. Hoover (Chairman), Honeycutt and Level serve as members of the
Executive Committee which, within the limits of authority delegated by the
full Board of Directors of the Company pursuant to standing and specific
resolutions of the Board, acts on behalf of the Board. During the last fiscal
year, the Executive Committee held 19 meetings.
Compensation of Directors
Cash Compensation
Each of the seven directors who is not an employee of the Company or any of
its subsidiaries receives an annual retainer of $34,000 per year, and a
meeting fee of $1,000 for each day of attendance, in person or
5
<PAGE>
telephonically, at a regularly scheduled Board meeting, and for each day of
attendance in person at a special
Board meeting. Each such director who is a member of the Audit Committee or
Compensation Committee receives an additional $5,000 per year.
Restricted Stock Units
Each of the six directors who is not, and has never been, an employee of the
Company or any of its subsidiaries has received an award of restricted stock
units ("RSUs"). When a holder of RSUs ceases to be a director of the Company,
the RSUs are automatically redeemed for shares of CSC Common Stock and
dividend equivalents with respect to such shares. The number of shares to be
delivered upon redemption is equal to 20% of the number of RSUs awarded,
multiplied by the number of full years (but not in excess of five) that the
holder served as a director after the date of award. At the holder's election,
which must be made within 30 days after the date of the award, the RSUs may be
redeemed (i) as an entirety, upon the day the holder ceases to be a director,
or (ii) in substantially equal amounts upon the first five, ten or fifteen
anniversaries of such termination of service.
Messrs. Bailey, McFarlan, Mellor, McDonnell and Rutledge each received an
award of 2,742 RSUs on August 11, 1997. Mr. Baum received an award of 1,645
RSUs when he became a director on June 14, 1999. In order to synchronize the
vesting of Mr. Baum's RSUs with the vesting of those granted to the other
directors, Mr. Baum's RSUs have a modified three-year vesting schedule. When
he ceases to be a director, the number of shares to be delivered upon
redemption of his RSUs is equal to 33.3% of the number awarded, multiplied by
the number of full years (but not in excess of three) that he served as a
director after August 11, 1999.
Prior to August 11, 1997, nonemployee directors of the Company participated
in a retirement plan that provided cash benefits for a specified period after
termination of service as a director. This plan was terminated on that date
with respect to the current directors. Messrs. Bailey, McFarlan and Mellor
received awards of 1,836, 3,194 and 3,748 RSUs, respectively, on August 11,
1997 as a replacement for their vested benefits under the retirement plan.
These RSUs were fully vested when granted--i.e., the number of shares to be
delivered upon redemption will always be equal to 100% of the number of RSUs
granted.
6
<PAGE>
EXECUTIVE COMPENSATION
Report of Compensation Committee on Annual Compensation of Executive Officers
General
The Company's executive compensation program is designed to provide
competitive levels of cash compensation and long-term incentives based on the
Company's performance, and includes base salary, annual cash incentive awards
and stock option grants. In addition, the Company has adopted various employee
benefit plans, including retirement plans, health plans, insurance plans and
others, in which executive officers are eligible to participate.
Executive compensation levels and the mix of pay components (base salary and
short-term and long-term incentives) are determined by the Compensation
Committee. An executive's base salary and stock option awards are based
primarily upon his or her position and long-term contribution to the Company.
The annual cash incentive award is based primarily upon the performance of the
executive's business unit compared to prior year performance and established
annual goals. Performance factors include revenue, earnings before interest
and taxes ("EBIT"), EBIT margin, operating days' sales outstanding ("DSO") and
earnings per share ("EPS"), as well as specific individual achievements. The
Compensation Committee also considers qualitative factors such as experience
and length of service with the Company in determining compensation amounts.
In addition, the Compensation Committee considers executive compensation
data from comparable companies. CSC retained Hewitt Associates, a recognized
international compensation consulting firm, to conduct a study of executive
compensation at 16 publicly-held companies reflecting the Company's business
mix, primarily in the information technology and services industries. The
annual revenues of the companies in this comparator group ranged from $1-81
billion. The study covered each of the pay components and included regression
analysis on the 50th and 75th percentile pay levels.
Section 162(m) of the Internal Revenue Code limits the deductibility of
certain compensation in excess of $1,000,000 paid to the Chief Executive
Officer or the four other most highly compensated executive officers of the
Company. The Company's executive compensation program takes into account such
potential limitations on tax deductions, but does not require that all
compensation qualify for exemption from Section 162(m).
The Compensation Committee believes that the Company's executive
compensation program allows the Company to attract and retain outstanding
executives in the information technology field and is well structured to align
management's and stockholders' interest in the enhancement of stockholder
value through stock ownership programs and incentive programs based on
performance and stock value.
Relationship of Company Performance to Executive Compensation
Fiscal year 1999 compensation was determined on an individual basis in
accordance with the policies and programs described above. Fiscal year 1999
revenue was $7.7 billion, up 16.0% over the prior fiscal year; EBIT was $545
million, up 18.0%; EBIT margin was 7.1%, compared to 7.0%; DSO were unchanged
at 70; and EPS was $2.11, up 22.7% before special items. These results were
considered strong and compared favorably to the results of the Company's
comparator group.
Fiscal Year 1999 Stock Option Grants
The Company granted stock options to various executive officers during
fiscal year 1998, including each of the five Named Executive Officers, as
shown in the Option Grants in Last Fiscal Year table on page 10.
Chief Executive Officer Compensation
For fiscal year 1999, Mr. Honeycutt's base salary was increased 10.0% to
$990,000, and he was awarded 200,000 stock options (not including 35,522
options subsequently awarded in lieu of the cash bonus he earned
7
<PAGE>
during the fiscal year). In determining Mr. Honeycutt's compensation for
fiscal year 1999, the Committee reviewed the compensation of chief executive
officers at the comparator companies. The Committee also considered the
Company's financial performance for fiscal year 1998, Mr. Honeycutt's
individual performance during that year and his long-term contributions to the
success of the Company. During fiscal year 1998, revenue growth of 17.5%, EBIT
growth of 20.2%, EBIT margin of 7.0%, DSO of 70, and growth in EPS (before
special items) of 17.8% were considered strong results.
Upon the recommendation of the Committee, the Company has entered into an
Employment Agreement with Mr. Honeycutt, dated as of May 1, 1999. The terms
and conditions of the Employment Agreement, which are described in more detail
on page 12, were negotiated between the Committee and Mr. Honeycutt, and our
respective independent counsel and advisors, over an extended period of time.
The Committee believes that these terms and conditions are appropriate and in
the best interests of the Company and its stockholders.
As of June 18, 1999, Mr. Honeycutt had options to purchase a total of
1,304,248 shares of CSC Common Stock, including 628,726 shares underlying
options which will be exercisable on or prior to August 17, 1999. In addition,
as of June 18, 1999 Mr. Honeycutt directly held 62,400 shares of CSC Common
Stock and indirectly held 5,927 shares through the Company's Matched Asset
Plan.
Conclusion
The Committee believes that this executive compensation program serves the
interests of stockholders and the Company effectively. The various pay
vehicles offered are appropriately balanced to motivate executives to
contribute to the Company's overall future successes, thereby enhancing the
value of the Company for the stockholders.
We will continue to address the effectiveness of the Company's total
compensation program to meet the needs of the Company and serve the interests
of its stockholders.
James R. Mellor
Irving W. Bailey, II
William P. Rutledge
8
<PAGE>
Summary Compensation Table
The following table sets forth information concerning the compensation of
the Chief Executive Officer and the four other most highly compensated
executive officers of the Company (collectively, the "Named Executive
Officers") for services rendered to the Company in all capacities during the
fiscal years ended April 2, 1999, April 3, 1998 and March 28, 1997.
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
---------------------- ------------ All Other
Name and Principal Salary(/2/) Bonus(/3/) Options(/4/) Compensation(/5/)
Position Year ($) ($) (#) ($)
- ------------------ ---- ----------- ---------- ------------ -----------------
<S> <C> <C> <C> <C> <C>
Van B. Honeycutt........ 1999 980,793 (/6/) 235,522(/6/) 27,473
Chairman, President and 1998 903,058 900,000 200,000 7,825
Chief Executive Officer 1997 714,616 652,500 50,000 2,492
Ronald W. Mackintosh.... 1999 494,503 398,083 25,000 52,893
Corporate Vice
President and 1998 450,909 375,037 40,000 51,421
President, European
Group 1997 376,193 272,541 30,000 31,866
Thomas R. Madison,
Jr.(/1/)............... 1999 482,554 388,000 25,000 10,032
Corporate Vice
President and 1998 457,954 317,240 30,000 5,008
President, Financial
Services Group 1997 409,404 288,400 30,000 4,439
Leon J. Level........... 1999 405,959 326,400 20,000 6,131
Corporate Vice
President and 1998 387,054 267,000 30,000 3,498
Chief Financial Officer 1997 361,637 217,980 20,000 3,185
Milton E. Cooper........ 1999 400,231 321,600 20,000 6,367
Corporate Vice
President and 1998 381,644 239,000 40,000 4,090
President, Federal
Sector 1997 326,827 231,000 30,000 4,115
</TABLE>
- ---------------------
(/1/Mr.)Madison resigned from the Company effective May 10, 1999.
(/2/The)amounts shown reflect all salary earned during the covered fiscal
year.
(/3/Bonuses)earned during any fiscal year are determined and paid in the
following fiscal year pursuant to the Annual Incentive Plan. Payment of
such bonuses may be deferred by Messrs. Honeycutt, Madison, Level and
Cooper pursuant to the Deferred Compensation Plan, or by Mr. Mackintosh
pursuant to the European Capital Accumulation Plan. The amounts shown
reflect all bonuses earned during the covered fiscal year, whether or not
payment thereof was deferred.
(/4/The)amounts shown reflect the aggregate number of shares underlying stock
options granted during the covered fiscal year. All amounts have been
adjusted to reflect the effect of the 2-for-1 stock split in the form of a
100% stock dividend paid on March 23, 1998.
(/5/The)amounts shown for Messrs. Honeycutt, Madison, Level, and Cooper
include preferential interest (that portion of interest considered to be
at above-market rates pursuant to the rules of the Securities and Exchange
Commission) accrued under the Deferred Compensation Plan as follows: (a)
fiscal year 1999--$25,198, $7,784, $3,859 and $4,106, respectively; (b)
fiscal year 1998--$5,001, $2,465, $1,025 and $1,492, respectively; and (c)
fiscal year 1997--$0, $2,245, $865 and $1,732, respectively.
The balance of the amounts shown reflect contributions by the Company to
U.S. and U.K. defined contribution plans. Messrs. Honeycutt, Madison, Level
and Cooper participate in a U.S. defined contribution plan that provides
for a Company contribution equal to 50% of the first 3% of base salary (not
in excess of the maximum base salary specified in the Internal Revenue
Code--$160,000 for calendar year 1999) contributed by the employee. Messrs.
Honeycutt, Madison, Level and Cooper also participate in defined benefit
plans. See "Defined Benefit Plans" on page 10. Mr. Mackintosh, who does not
participate in a defined benefit plan, participates in a U.K. defined
contribution plan that provides for a Company contribution equal to 100% of
the first 8% of pensionable salary (base salary plus an allowance for
bonus) contributed by the employee. In fiscal years 1999, 1998 and 1997,
the Company's contribution was equal to 7%, 7% and 5.5%, respectively, of
his pensionable salary.
The amounts shown for Mr. Madison do not include (a) aggregate incremental
expenses of $119,236 incurred by the Company during fiscal year 1998 in
connection with his relocation from Virginia to Texas, or (b) aggregate
incremental expenses of $216,565 incurred by the Company during fiscal
years 1997 and 1996 in connection with his relocation from Georgia to
Virginia.
(/6/The)amounts shown in the Options column for Mr. Honeycutt in fiscal year
1999 include 35,522 shares underlying a stock option granted in lieu of
the cash bonus he earned during such fiscal year. This stock option, which
was granted approximately one month after fiscal year-end, has an exercise
price of $14.52 per share (25% of the market value per share on the date
of grant), and becomes exercisable to purchase one-third of the underlying
shares on each of the first three anniversaries of the option grant date.
9
<PAGE>
Option Grants in Last Fiscal Year
The following table sets forth information concerning stock options granted
to the Named Executive Officers during the fiscal year ended April 2, 1999. No
stock appreciation rights were granted in such fiscal year.
<TABLE>
<CAPTION>
Individual Grants
----------------------------------------------
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price
Percent of Appreciation for
Total Options Exercise Option Term(/2/)
Options Granted to or Base --------------------
Granted(/1/) Employees in Price Expiration 5% 10%
Name (#) Fiscal Year ($)/sh. Date ($) ($)
- ---- ------------ ------------- -------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Van B. Honeycutt........ 200,000 9.57% 53.13 5/4/08 6,682,005 16,933,514
Ronald W. Mackintosh.... 25,000 1.20% 53.13 5/4/08 835.251 2,116,689
Thomas R. Madison, Jr. . 25,000 1.20% 53.13 5/4/08 835,251 2,116,689
Leon J. Level........... 20,000 .96% 53.13 5/4/08 668,201 1,693,351
Milton E. Cooper........ 20,000 .96% 53.13 5/4/08 668,201 1,693,351
</TABLE>
- ---------------------
(/1/These)nonqualified stock options have an exercise price equal to the
market value of the underlying shares on the date of grant, and become
exercisable to purchase 20% of the underlying shares on each of the first
five anniversaries of the date of grant of the option.
(/2/Amounts)shown reflect the potential realizable value of each grant of
stock options, assuming that the market price of the underlying shares
appreciates in value from the date of grant to the expiration date at an
annualized rate of 5% or 10%. These potential values are reported in order
to comply with Securities and Exchange Commission requirements, and the
Company cannot predict whether these values will be achieved.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option
Values
The following table sets forth information concerning the value of
unexercised in-the-money stock options held by the Named Executive Officers on
April 2, 1999.
<TABLE>
<CAPTION>
Number of Value of Unexercised
Unexercised Options at In-the-Money Options at
Shares Fiscal Year End Fiscal Year End(/1/)
Acquired Value ------------------------- -------------------------
on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
Name (#) ($) (#) (#) ($) ($)
- ---- ----------- --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Van B. Honeycutt........ none n/a 530,887 487,839 19,916,672 7,022,383
Ronald W. Mackintosh.... 30,000 1,954,262 104,000 83,000 3,771,500 1,218,438
Thomas R. Madison, Jr. . 36,000 1,962,000 66,000 93,000 1,978,500 1,702,563
Leon J. Level........... 20,000 1,220,210 126,800 60,000 5,020,000 828,500
Milton E. Cooper........ none n/a 218,000 78,000 8,984,500 1,215,000
</TABLE>
- ---------------------
(/1/The)amounts shown reflect the spread between the exercise price and the
market value of the underlying shares of CSC Common Stock on April 2, 1999
(based on the $53.81 closing price of CSC Common Stock on that date
reported on the Composite Tape for New York Stock Exchange listed
companies).
Defined Benefit Plans
Messrs. Honeycutt, Level and Cooper participate in the Pension Plan and the
Supplemental Executive Retirement Plan (the "SERP"). Mr. Madison participated
in both Plans before he resigned effective May 10, 1999. Mr. Mackintosh does
not participate in either Plan.
Pension Plan
The Pension Plan is a contributory, career average defined benefit plan.
Benefits are determined based on the participant's average base salary during
all years of participation. There is no deduction for Social Security or other
offset amounts, and base salary does not include any bonus, overtime or shift
differential compensation.
10
<PAGE>
At age 65, Messrs. Honeycutt, Level and Cooper will have participated in the
Pension Plan for 24, 16 and 19 years, respectively, and, assuming no increase
in base salary, will have received an average base salary during all years of
Pension Plan participation of $658,989, $353,252 and $262,233, respectively.
Pursuant to Internal Revenue Code requirements, the maximum base salary
covered by the Pension Plan is limited each year. For calendar year 1999, the
maximum base salary is $160,000. The excess benefit that would be payable
under the Pension Plan absent these limitations (the "Excess Benefit"), is
paid under the SERP to persons who participate in both Plans, as described in
the following section.
Normal retirement under the Pension Plan is age 65 or older, and there is a
6% reduction in benefits for each year by which a participant's age at
retirement is less than 65. The table below shows the estimated annual
benefit, on a single life annuity basis, payable under the Pension Plan and
the Excess Benefit restoration provision of the SERP to a person who retires
at age 65 and participates in both Plans.
<TABLE>
<CAPTION>
Years of Service
----------------------------------------------------
Average Annual Base
Compensation 5 10 15 20 25 30
- ------------------- ------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$250,000................. $28,125 $ 56,250 $ 84,375 $112,500 $140,625 $168,750
350,000................. 39,375 78,750 118,125 157,500 196,875 236,250
450,000................. 50,625 101,250 151,875 202,500 253,125 303,750
550,000................. 61,875 123,750 185,625 247,500 309,375 371,250
650,000................. 73,125 146,250 219,375 292,500 365,625 438,750
750,000................. 84,375 168,750 253,125 337,500 421,875 506,250
</TABLE>
Supplemental Executive Retirement Plan
The SERP provides retirement benefits to certain designated officers and key
executives of the Company who satisfy its minimum service requirements. It
provides two types of benefits: (i) as described above, an Excess Benefit
restoration, which restores the shortfall of Pension Plan benefits resulting
from Internal Revenue Code limits on the base salary used to compute those
benefits ($160,000 in calendar year 1999), is provided for SERP participants
who also participate in the Pension Plan, and (ii) as described below, an
Additional Benefit is provided for all SERP participants.
The Additional Benefit is payable to the participant for his or her lifetime
in an annual amount equal to 50% of the average of the participant's highest
three (of the last five) annual base salaries, with a deduction of 100% of the
amount of primary Social Security benefits payable at the time of
determination. Upon the death of the participant, a spousal benefit of 50% of
the participant's benefit is generally payable for the spouse's lifetime.
Payment of the Additional Benefit commences upon normal retirement at age 62
or older, or, in the sole discretion of the Chief Executive Officer, upon
early retirement at age 61 or younger. Except as set forth in the following
paragraph, the amount of the Additional Benefit payable will be reduced by 5%
for each year by which the participant's age at retirement is less than 62,
and by 1/12 for each year by which the participant's period of continuous
employment is less than 12 years.
If there were a Change in Control (as defined) and a participant either (i)
had an involuntary termination of employment, or a voluntary termination of
employment for Good Reason (as defined), within three years thereafter or (ii)
had any voluntary termination of employment more than one but within three
years thereafter, then payment of the Additional Benefit would commence upon
such termination of employment and would be calculated as if the participant
were age 62 or older and had at least 12 years of continuous employment.
For the fiscal year ended April 2, 1999, the base salary covered by the SERP
for Messrs. Honeycutt, Level and Cooper was $980,793, $405,959 and $400,231,
respectively. Assuming no increase in base salary, the estimated annual
Additional Benefit, on a single life annuity basis, payable to Messrs.
Honeycutt, Level and Cooper upon retirement at age 62 is $476,141, $188,760
and $182,762, respectively.
11
<PAGE>
Severance Plan
Messrs. Honeycutt, Mackintosh, Level and Cooper also participate in the
Severance Plan for Senior Management and Key Employees (the "Severance Plan"),
which provides certain benefits to participants in the event of a change in
control of the Company.
If there were a Change in Control (as defined) and any of them either (i)
had a voluntary termination of employment for Good Reason (as defined) within
two years thereafter or (ii) had an involuntary termination of employment,
other than for death, disability or cause, within three years thereafter, then
he would receive a one-time payment and medical benefits during a specified
period after termination. Mr. Honeycutt would also be entitled to a one-time
payment and medical benefits if he had a voluntary employment termination,
with or without cause, during the thirteenth month following a Change in
Control.
The amount of the one-time payment is equal to a multiple of the
participant's then-current annual base salary, plus the average annual
incentive bonus paid or determined with respect to the three fiscal years
preceding the participant's termination of employment. The multiple is two for
Messrs. Mackintosh, Level and Cooper, and three for Mr. Honeycutt. The number
of years after termination of employment during which a participant would
receive medical benefits is equal to the applicable multiple (two or three).
In addition, the Severance Plan provides that the Company would reimburse
participants for all excise taxes they would be required to pay as a
consequence of a Change in Control.
Employment Agreement
Pursuant to an Employment Agreement dated as of May 1, 1999, the Company has
agreed to employ Mr. Honeycutt as its Chairman and Chief Executive Officer at
a minimum annual base salary of $1,040,000. Mr. Honeycutt will report directly
to the Board of Directors, and his salary will be subject to annual review and
adjustment by the Board. Mr. Honeycutt will participate in the Company's
employee benefits plans and its bonus, stock option and other incentive
compensation plans on terms no less favorable than those applying to other
senior officers of the Company.
If Mr. Honeycutt's employment is terminated for disability or by death, he
or his estate will receive: (1) base salary through the date of termination;
(2) a pro rata annual bonus based upon his maximum bonus opportunity for such
year; (3) immediate vesting of all long term incentive awards; and (4)
immediate vesting of all stock options and restricted stock.
If Mr. Honeycutt resigns for Good Reason (as defined) or is terminated by
the Company without Cause (as defined), he will receive: (1) base salary
through the date of termination; (2) a pro rata annual bonus based upon his
maximum bonus opportunity for such year; (3) immediate vesting of all long
term incentive awards; (4) immediate vesting of all stock options and
restricted stock that would otherwise have vested within the following three
years, and extension of the stock option exercise period until the earlier of
the option expiration date or the third anniversary of the employment
termination date; (5) a severance payment in an amount equal to the product of
(a) the number of years (including fractions thereof), but not in excess of
three, by which the termination date precedes his 62nd birthday, multiplied by
(b) the sum of his annual base salary, as in effect immediately prior to
termination, plus his average annual bonus paid, deferred or determined during
the three most recent fiscal years for which bonuses were determined; (6)
continuation of all health and welfare benefits for the number of years
(including fractions thereof), but not in excess of three, by which the
termination date precedes his 62nd birthday; and (7) SERP retirement or early
retirement benefits calculated as if he had terminated employment at an age
equal to the lesser of (a) 62 or (b) the sum of his actual age plus three.
The initial four-year term of the Employment Agreement will automatically be
extended for one additional four-year term unless the Company or Mr. Honeycutt
gives written notice to the other, at least 60 days prior to the expiration of
such term, of an intention not to extend. Any such notice by the Company will
be treated as a termination without Cause, unless the Company can establish
grounds that would justify a termination for Cause.
12
<PAGE>
Comparison of Cumulative Total Return
The following graph demonstrates the performance of the cumulative total
return on CSC Common Stock during the previous five fiscal years in comparison
to the cumulative total return on the Standard & Poor's 500 Stock Index and the
Goldman Sachs Technology Services Index.
[PERFORMANCE GRAPH APPEARS HERE]
Indexed Return (1994 = 100)*
<TABLE>
<CAPTION>
Return Return Return Return Return
FY 1995 FY 1996 FY 1997 FY 1998 FY 1999 CAGR
------- ------- ------- ------- ------- -----
<S> <C> <C> <C> <C> <C> <C>
CSC Common Stock................ 35.28% 42.53% -11.72% 77.07% 0.34% 24.77%
S&P 500 Index................... 15.57% 32.10% 19.82% 48.00% 18.46% 26.25%
Goldman Sachs Technology
Services Index................. 25.72% 42.06% -5.52% 45.25% 6.73% 21.20%
</TABLE>
- ---------------------
* Assumes $100 invested on April 1, 1994 in CSC Common Stock, the S&P 500
Index and the Goldman Sachs Technology Services Index. Indexed amounts and
return percentages assume a March 31 fiscal year end.
13
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
DST Systems, Inc. provides data processing and consulting services and
licenses certain software products to the Company. During fiscal year 1999,
the Company incurred aggregate expenses of $27,065,000 related thereto. DST
Systems, Inc. beneficially owns 5.4% of the outstanding CSC Common Stock, and
Thomas A McDonnell, President, Chief Executive Officer and Director of DST
Systems, Inc., is a Director of the Company.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10% of a
registered class of the Company's equity securities, to file with the
Securities and Exchange Commission and the New York Stock Exchange initial
reports of ownership and reports of changes in ownership of CSC Common Stock
and other equity securities of the Company. Executive officers, directors and
greater than ten percent stockholders are required by Securities and Exchange
Commission regulation to furnish the Company with copies of all Section 16(a)
forms they file.
To the Company's knowledge, based solely on review of information furnished
to CSC, reports filed through CSC and representations that no other reports
were required, during the fiscal year ended April 2, 1999, all Section 16(a)
filing requirements applicable to its executive officers, directors and
greater than ten percent beneficial owners were complied with in a timely
manner with one exception: a purchase of 2,000 shares of CSC Common Stock by
Irving W. Bailey, II on October 1, 1998 was inadvertently reported two months
late, on January 6, 1999.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
It has been the practice of the Company to engage Deloitte & Touche LLP for
annual audit services upon approval by either the Audit Committee or the Board
of Directors. Deloitte & Touche LLP has acted as the Company's independent
public accountant for more than 36 years and will act in that capacity during
the current fiscal year. It is anticipated that a representative of Deloitte &
Touche LLP will be present at the Annual Meeting and will be afforded the
opportunity to make a statement if desired and will be available to respond to
appropriate questions. The engagement of Deloitte & Touche LLP for non-audit
services is approved by the Vice President and Chief Financial Officer of the
Company.
DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
Any stockholder who wishes to submit a proposal for presentation to the
Company's 2000 Annual Meeting of Stockholders must submit the proposal to
Computer Sciences Corporation, 2100 East Grand Avenue, El Segundo, California
90245, Attention: Secretary, not later than March 3, 1999 for inclusion, if
appropriate, in the Company's proxy statement and form of proxy relating to
its 2000 Annual Meeting. Pursuant to the Company's Bylaws, unless notice of a
stockholder proposal is delivered to, or mailed and received at, the foregoing
address between February 11, 2000 and March 12, 2000, such notice will be
considered untimely.
OTHER MATTERS
The Management of the Company knows of no other business to be presented at
the meeting. If, however, other matters properly come before the meeting, it
is intended that the persons named in the accompanying proxy will vote thereon
in accordance with their best judgment.
By Order of the Board of Directors,
/s/ Hayward D. Fisk
Hayward D. Fisk
Vice President, General Counsel and Secretary
July 1, 1999
14
<PAGE>
ANNUAL MEETING OF STOCKHOLDERS, AUGUST 9, 1999
The undersigned hereby appoints VAN B. HONEYCUTT, LEON J. LEVEL and HAYWARD
D. FISK, and each of them, with full power of substitution and discretion in
each of them, as the proxy or proxies of the undersigned to represent the
undersigned and to vote all shares of Common Stock of Computer Sciences
Corporation which the undersigned would be entitled to vote if personally
present at the Annual Meeting of Stockholders of Computer Sciences Corporation
to be held at the Sheraton Gateway Hotel, Los Angeles Airport, 6101 West Century
Boulevard, Los Angeles, California 90045, at 2:00 p.m. on August 9, 1999, and at
any adjournment thereof, upon the election of directors and any other matter
properly coming before the meeting.
If more than one of such proxies or substitutes shall be present and vote,
a majority thereof shall have the powers hereby granted, and if only one of them
shall be present and vote, he shall have the powers hereby granted.
This card also provides voting instructions for shares, if any, held in the
Company's employee benefit plans.
THIS PROXY WILL BE VOTED AS DIRECTED HEREIN, OR IF NO DIRECTION IS INDICATED,
WILL BE VOTED FOR THE ELECTION OF DIRECTORS.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
THIS PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE VOTING THEREOF.
NOTE: THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
PROXY
Please sign on the reverse side of this card and return promptly to
Midtown Station, P.O. Box 958 New York, New York 10138-0812.
If you do not sign and return a Proxy, or attend the meeting and vote by ballot,
your shares cannot be voted.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
Please mark
your votes as [X]
indicated in
this example
WITHHOLD
AUTHORITY to
FOR all nominees vote for all
(except as marked to nominees
the contrary) listed below
[_] [_]
1. To elect nominees to the CSC
Board of Directors.
2. To transact such other business
as may properly come before the
meeting and any adjournments or
postponements thereof.
INSTRUCTIONS:
To withhold authority to vote for any individual
nominees, strike out that nominee's name in the
list below.
Nominees:
Irving W. Bailey, II, Stephen L. Baum, Van B. Honeycutt,
William R. Hoover, Leon J. Level, Thomas A. McDonnell,
F. Warren McFarlan, James R. Mellor and William P. Rutledge.
Dated: ___________________1999
______________________________
Signature
______________________________
Signature
Please date, sign and return
this Proxy promptly whether or
not you plan to attend the
meeting. If signing for a
corporation or partnership, or
an agent, attorney or
fiduciary, indicate the
capacity in which you are
signing. If you do attend the
meeting and elect to vote by
ballot, such vote will
supersede this Proxy.
PLEASE MARK INSIDE BLUE BOXES SO THAT DATA PROCESSING EQUIPMENT WILL
RECORD YOUR VOTE
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
IMPORTANT NOTICE TO SHAREHOLDERS
--------------------------------
RETURNING YOUR COMPLETED PROXY CARD PREVENTS ESCHEATMENT
Most states have escheat laws which require CSC to transfer shareholder accounts
when they meet that state's criteria for abandoned property. These laws require
CSC to issue a replacement stock certificate to the applicable state and the
certificate in the shareholder's possession is cancelled on the records of CSC's
transfer agent. While the specified number of years varies by state, escheatment
generally occurs when CSC mail addressed to you is continually returned
undelivered and there is no other contact for a three year period. After
delivery to the state, the stock often is sold and claimants are given only the
proceeds of the sale, which may or may not be to your benefit, depending on the
subsequent trend of the stock price. In addition, it can take many months to
retrieve custody of the stock or the proceeds from its sale.
Therefore, it is very important that you return your voted proxy card to CSC and
that CSC has your current address. If you have moved, please provide your new
address to CSC's transfer agent: ChaseMellon Shareholder Services, P.O. Box
3315, South Hackensack, New Jersey 07660, telephone 800.526.0801. Please inform
ChaseMellon if you have multiple accounts or hold stock under more than one
name.
For additional information, the CSC shareholder services and automated
literature request line is available at telephone 800.524.3070.
Note: CSC employees are requested to notify their local Human Resources
representative of any address change.
<PAGE>
ANNUAL MEETING OF STOCKHOLDERS, AUGUST 9, 1999
The undersigned hereby appoints VAN B. HONEYCUTT, LEON J. LEVEL and HAYWARD
D. FISK, and each of them, with full power of substitution and discretion in
each of them, as the proxy or proxies of the undersigned to represent the
undersigned and to vote all shares of Common Stock of Computer Sciences
Corporation which the undersigned would be entitled to vote if personally
present at the Annual Meeting of Stockholders of Computer Sciences Corporation
to be held at the Sheraton Gateway Hotel, Los Angeles Airport, 6101 West Century
Boulevard, Los Angeles, California 90045, at 2:00 p.m. on August 9, 1999, and at
any adjournment thereof, upon the election of directors and any other matter
properly coming before the meeting.
If more than one of such proxies or substitutes shall be present and vote,
a majority thereof shall have the powers hereby granted, and if only one of them
shall be present and vote, he shall have the powers hereby granted.
This card also provides voting instructions for shares, if any, held in the
Company's employee benefit plans.
THIS PROXY WILL BE VOTED AS DIRECTED HEREIN, OR IF NO DIRECTION IS INDICATED,
WILL BE VOTED FOR THE ELECTION OF DIRECTORS.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
THIS PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE VOTING THEREOF.
NOTE: THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
PROXY
If you do not sign and return a Proxy, or attend the meeting and vote by ballot,
your shares cannot be voted.
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Please mark [X]
your votes as
indicated in
this example
WITHHOLD
AUTHORITY to
FOR all nominees vote for all
(except as marked to nominees
the contrary) listed below
1. To elect nominees to the CSC [_] [_] 2. To transact such other business as may
Board of Directors. properly come before the meeting and any
adjournments or postponements thereof.
INSTRUCTIONS:
To withhold authority to vote for any individual nominees, strike
out that nominee's name in the list below.
Nominees:
Irving W. Bailey, II, Stephen L. Baum, Van B. Honeycutt,
William R. Hoover, Leon J. Level, Thomas A. McDonnell,
F. Warren McFarlan, James R. Mellor and William P. Rutledge.
Dated:_________________________________ 1999
____________________________________________
Signature
____________________________________________
Signature
Please date, sign and return this Proxy
promptly whether or not you plan to attend
the meeting. If signing for a corporation or
partnership, or an agent, attorney or
fiduciary, indicate the capacity in which
you are signing. If you do attend the meeting
and elect to vote by ballot, such vote will
supersede this Proxy.
</TABLE>
PLEASE MARK INSIDE BLUE BOXES SO THAT DATA PROCESSING EQUIPMENT WILL RECORD YOUR
VOTE
