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SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
COMPUTER TASK GROUP, INCORPORATED
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
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<PAGE> 2
Company Logo
COMPUTER TASK GROUP,
INCORPORATED
April 1, 1998
Dear Fellow Shareholder:
You are cordially invited to attend the 1998 Annual Meeting of Shareholders
of Computer Task Group, Incorporated which will be held at our corporate
headquarters, 800 Delaware Avenue, Buffalo, New York on Wednesday, April 29,
1998 at 10:00 a.m.
Your Proxy card is enclosed. Please indicate your voting instructions and
sign, date and mail the Proxy promptly in the return envelope.
Sincerely,
/s/ Gale S. Fitzgerald
Gale S. Fitzgerald
Chairman of the Board and
Chief Executive Officer
<PAGE> 3
Company Logo
COMPUTER TASK GROUP,
INCORPORATED
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 29, 1998
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Computer
Task Group, Incorporated will be held at our corporate headquarters, 800
Delaware Avenue, Buffalo, New York on Wednesday, April 29, 1998, at 10:00 a.m.
for the following purposes:
1. To elect three Class II directors to hold office until the year
2000 annual meeting of shareholders and until their successors are elected
and qualified.
2. To take action upon and transact any other business properly
brought before said meeting or any adjournment or adjournments thereof.
In accordance with the provisions of the By-laws, the record of
shareholders entitled to notice of and to vote at the meeting and any
adjournment thereof has been taken at the close of business on March 16, 1998.
Buffalo, New York
April 1, 1998
By Order of the Board of Directors,
/s/ Joseph G. Makowski
Joseph G. Makowski
Secretary
<PAGE> 4
COMPUTER TASK GROUP,
INCORPORATED
PROXY STATEMENT
This Proxy Statement and the accompanying form of proxy are being mailed on
or about April 1, 1998, in connection with the solicitation by the Board of
Directors (Board) of Computer Task Group, Incorporated (Company or CTG) of
proxies to be voted at the annual meeting of shareholders on April 29, 1998, and
all adjournments thereof. The mailing address of the Company's executive office
is 800 Delaware Avenue, Buffalo, New York 14209.
The close of business on March 16, 1998 has been fixed by the Board as the
record date for the determination of shareholders entitled to vote at the
meeting. On that date, the Company had outstanding and entitled to vote
20,750,003 shares of Common Stock, par value $.01 per share (Common Stock).
Each outstanding share of Common Stock is entitled to one vote. Shares
cannot be voted at the meeting unless the shareholder is present or represented
by proxy. If a properly executed proxy in the accompanying form is returned, the
shares represented thereby will be voted at the meeting in accordance with the
instructions contained in the proxy, unless the proxy is revoked prior to its
exercise. Under the New York Business Corporation Law (BCL) and the Company's
By-laws, the presence, in person or by proxy, of one-third of the outstanding
Common Stock is necessary to constitute a quorum of the shareholders to take
action at the annual meeting. The shares which are present at the meeting, or
represented by a proxy, will be counted for quorum purposes regardless of
whether or not a broker with discretionary authority fails to exercise its
discretionary voting authority with respect to any particular matter. Once a
quorum is established, under the BCL and the Company's By-laws, the directors
standing for election may be elected by a plurality of the votes cast. For
voting purposes, all votes cast "for," "against," "abstain," or "withhold
authority" will be counted in accordance with such instructions as to each item.
Broker non-votes will not be counted for any item.
ELECTION OF DIRECTORS
At the annual meeting of shareholders, in accordance with the Company's
Certificate of Incorporation and By-laws, three (3) persons are to be elected to
the Board as Class II directors to hold office until the year 2000 annual
meeting of shareholders and until their successors are elected and qualified.
It is intended that shares represented by properly executed proxies will be
voted, in the absence of contrary instructions, in favor of the election of the
following nominees as Class II directors -- George B. Beitzel, Richard L.
Crandall and Barbara Z. Shattuck. Pursuant to the Company's By-laws, each of the
classes of directors is required to have at least three (3) directors or such
lesser number as may be permitted by law and be as nearly equal in number as
possible. The current Class I directors of the Company whose terms of office
extend until the 1999 annual meeting of shareholders and until their successors
are elected and qualified are Gale S. Fitzgerald, Paul W. Joy and Randolph A.
Marks.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
NOMINEES FOR CLASS II DIRECTORS
All nominees have consented to serve as directors, if elected. However, if
at the time of the meeting any nominee should be unable to stand for election,
the persons who are designated as nominees intend to vote, in their discretion,
for such other persons, if any, as may be designated by the Board.
The following information about the Company's directors relating to their
principal occupations or employment, name and principal business of the
corporation or other organization in which such occupation or employment is
carried on, and other affiliations has been furnished to the Company by the
respective directors.
1
<PAGE> 5
<TABLE>
<S> <C>
Gale S. Fitzgerald Ms. Fitzgerald, 47, has been Chairman and Chief Executive
Officer of the Company since October, 1994. She joined the
Company in May, 1991, as Senior Vice President responsible
for the Company's Northeastern United States and Canadian
operations and was promoted to President and Chief Operating
Officer on July 1, 1993. Prior to joining the Company, Ms.
Fitzgerald was Vice President, Professional Services at
International Business Machines Corporation, where she had
worked for 18 years in various management positions. She is
currently on the Board of Directors of Buffalo General
Health Systems and CGF Health Systems. Ms. Fitzgerald has
been a Director of CTG since 1993.
Paul W. Joy Mr. Joy, 74, is an independent business consultant. From
1985 to August, 1990, Mr. Joy served as Vice Chairman of the
Board of American Brass Company. He is a director of Nu-Tech
Precision Metals, Inc., a manufacturer of zirconium alloy
pressure tubes for the nuclear industry. Mr. Joy has been a
Director of CTG since 1982.
Randolph A. Marks Mr. Marks, 62, is co-founder of the Company and currently an
independent business consultant. From 1985 to September
1990, he served as Chairman of the Board of American Brass
Company. Mr. Marks was engaged by the Company as a
consultant from March, 1984, until his retirement from the
Company in December, 1985. Prior to March, 1984, Mr. Marks
served as Chairman of the Board and Chief Executive Officer
of the Company commencing in June, 1979, and prior thereto
as Chairman of the Board and President of the Company from
the time of its organization in 1966. Mr. Marks is a
director of Marine Midland Bank, Western New York Region and
Columbus McKinnon Corporation, a manufacturer of material
handling products. Mr. Marks has been a Director of CTG
since 1966.
Richard L. Crandall Mr. Crandall, 54, has been Managing Director of Arbor
Partners LLC, a venture capital firm since 1997. Prior to
that, he served as Chairman of Comshare, Inc., a computer
software and services company from 1994 until 1997. From
1966 until 1994, Mr. Crandall served as Chief Executive
Officer of Comshare. Mr. Crandall is also a director of
Diebold, Inc., a manufacturer of automated self-service
transactions systems, security products and software, Giga
Information Group, Inc., a provider of consulting services
to the computer and telecommunications industries,
Steeplechase Software, Inc., a manufacturer of PC-based
control systems, and Beacon I.T., a software manufacturer.
Mr. Crandall has been a Director of CTG since 1993.
George B. Beitzel Mr. Beitzel, 69, has been an independent business consultant
since his retirement from International Business Machines
Corporation in 1987 where he served as Senior Vice
President. Mr. Beitzel joined IBM in 1955 as a sales
representative and was a member of IBM's board of directors
from 1972 until 1985. He is a director of Bankers Trust New
York Corporation and its subsidiary, Bankers Trust Company,
Phillips Petroleum Company, Rohm and Haas Company, a
manufacturer of plastic materials, Xillix Technologies
Corp., a manufacturer and distributor of computer imaging
systems for the medical profession, The Colonial
Williamsburg Foundation, a colonial restoration museum and
hotel complex, TIG Holdings, Inc., a property and casualty
insurance holding company, and Bitstream, Inc., a developer
of computer software for the creation and printing of
electronic documents. Mr. Beitzel has been a Director of CTG
since 1994.
Barbara Z. Shattuck Ms. Shattuck, 47, has been the president and founding
principal of Shattuck Hammond Partners, Inc., a financial
and investment advisor to the healthcare industry since
1993. From 1992 to 1993, she was a founding partner and
principal of Cain Brothers, Shattuck & Company, Inc., a
financial and investment advisor. She is also on the Board
of Directors of Tufts Associated Health Plans. Ms. Shattuck
has been a Director of CTG since 1995.
</TABLE>
2
<PAGE> 6
SECURITY OWNERSHIP OF THE COMPANY'S COMMON SHARES
BY CERTAIN BENEFICIAL OWNERS AND BY MANAGEMENT
Security Ownership of Certain Beneficial Owners
As of March 16, 1998, the following persons were known by the Company to be
the beneficial owners of more than five percent of its Common Stock. The
following table shows the nature and amount of their beneficial ownership.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE PERCENT
TITLE OF CLASS OF BENEFICIAL OWNER OF OWNERSHIP(1) OF CLASS
-------------- ------------------- ----------------- --------
<S> <C> <C> <C>
Common Stock................ Thomas R. Beecher, Trustee 4,577,196 22.06%
CTG Stock Employee
Compensation Trust
200 Theater Place
Buffalo, NY 14202
Common Stock................ Pilgrim Baxter & Associates, Ltd. 1,643,300(2) 7.92%
825 Duportail Road
Wayne, PA 19087
Common Stock................ Essex Investment Management 1,582,922(3) 7.63%
Company
125 High Street
Boston, MA 02110
Common Stock................ FMR Corp. 1,212,200(4) 5.84%
82 Devonshire Street
Boston, MA 02109
</TABLE>
- ---------------
(1) The beneficial ownership information presented is based upon information
furnished by each person or contained in filings made with the Securities
and Exchange Commission. Except as otherwise indicated, each holder has sole
voting and investment power with respect to the shares indicated.
(2) Pilgrim Baxter & Associates, Ltd., a registered investment advisor, is the
beneficial owner of 1,643,300 shares of the Company's Common Stock. It has
shared power to vote and to dispose of all such shares.
(3) Essex Investment Management Company, a registered investment advisor, is the
beneficial owner of 1,582,922 shares of the Company's Common Stock,
1,180,707 shares of which it has the sole power to vote or to direct the
vote. Essex has the sole power to dispose of or to direct the disposition of
all 1,582,922 shares.
(4) FMR Corp., a holding company, is the beneficial owner of 1,212,200 shares of
the Company's Common Stock, 700,000 shares of which it has the sole power to
vote or to direct the vote. It has sole power to dispose of or to direct the
disposition of 1,212,200 shares.
Security Ownership by Management
As of March 16, 1998, the directors and nominees for director individually,
the named executive officers, and all directors and executive officers of the
Company as a group, respectively, owned beneficially the following amounts of
the Company's Common Stock.
3
<PAGE> 7
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME OF INDIVIDUAL OF BENEFICIAL PERCENT
OR NUMBER IN GROUP OWNERSHIP(1) OF CLASS
------------------ ----------------- --------
<S> <C> <C>
Gale S. Fitzgerald.......................................... 344,774(2) 1.65%
Randolph A. Marks........................................... 249,930(3)(4) 1.20%
George B. Beitzel........................................... 162,134(5) *
Paul W. Joy................................................. 154,934(6) *
Richard L. Crandall......................................... 109,334(7) *
Barbara Z. Shattuck......................................... 75,834(8) *
Richard A. Ballou........................................... 64,986(9) *
James R. Boldt.............................................. 37,700(10) *
Michael E. Grich............................................ 16,486(11) *
Jonathan R. Asher........................................... 9,115(12) *
All directors and executive officers as a group (15
persons).................................................. 1,432,053(13) 6.66%
</TABLE>
- ---------------
* Less than 1 percent of outstanding shares.
(1) The beneficial ownership information presented is based upon information
furnished by each person or contained in filings made with the Securities
and Exchange Commission. Except as otherwise indicated, each holder has
sole voting and investment power with respect to the shares indicated.
(2) Amount indicated includes options to purchase 158,500 shares which are or
will become exercisable within sixty (60) days and 12,500 shares owned by
members of Ms. Fitzgerald's immediate family.
(3) Under an agreement entered into in February 1981, upon the death of Mr.
Marks, the Company will have the option to purchase up to as many shares of
Common Stock owned by the decedent as may be purchased with the proceeds of
the insurance on the life of the decedent maintained by the Company
(currently $315,000 in the aggregate). The purchase price for such shares
will be 90 percent of the market price of such shares on the Friday
immediately preceding the date of death.
(4) Amount indicated represents 169,930 shares held by Mr. Marks in his own
name and options to purchase 60,000 shares which are or will become
exercisable within sixty (60) days. A family charitable foundation of which
Mr. Marks is a trustee and shares voting and investment power with respect
to said shares is the beneficial owner of 20,000 shares.
(5) Amount indicated includes options to purchase 66,000 shares which are or
will become exercisable within sixty (60) days, 38,134 shares held by Mr.
Beitzel in his own name and 38,000 shares held by Mr. Beitzel's wife. The
remaining shares are held by two trusts of which Mr. Beitzel and his wife
are trustees.
(6) Amount indicated represents 40,934 shares held by Mr. Joy in his own name
and options to purchase 60,000 shares which are or will become exercisable
within sixty (60) days. A family charitable foundation of which Mr. Joy is
a trustee and shares voting and investment power with respect to said
shares is the beneficial owner of 54,000 shares.
(7) Amount indicated includes options to purchase 66,000 shares which are or
will become exercisable within sixty (60) days and 10,000 shares which are
held by Mr. Crandall as custodian for his son.
(8) Amount indicated includes options to purchase 64,000 shares which are or
will become exercisable within sixty (60) days and 8,000 shares owned by
Ms. Shattuck's husband.
(9) Amount indicated includes options to purchase 53,150 shares which are or
will become exercisable within sixty (60) days.
(10) Amount indicated includes options to purchase 22,500 shares which are or
will become exercisable within sixty (60) days and 200 shares which are
held by Mr. Boldt as custodian for members of his immediate family.
(11) Amount indicated includes options to purchase 13,376 shares which are or
will become exercisable within sixty (60) days.
(12) Amount indicated includes options to purchase 7,750 shares which are or
will become exercisable within sixty (60) days.
(13) Amount indicated includes options to purchase 737,926 shares which are or
will become exercisable within sixty (60) days.
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<PAGE> 8
INFORMATION ABOUT MANAGEMENT
The Board of Directors
During the fiscal year ended December 31, 1997, the Board of Directors held
a total of four (4) regularly scheduled meetings. Each of the directors attended
all of the meetings of the Board and of those committees of the Board on which
they served.
The Board of Directors has Audit, Compensation and Governance Committees
which met (3), (5), and (3) times, respectively, in 1997. In 1997 the
composition of the Audit Committee was Messrs. Crandall, Marks, and Ms. Shattuck
and the composition of the Compensation Committee consisted of Messrs. Beitzel,
Joy, and Ms. Shattuck. In 1997 the composition of the Governance Committee was
Messrs. Beitzel, Crandall, and Marks. The Audit Committee reviews the annual
financial statements and scope of the audit with the Company's independent
accountants and is available to discuss with them and the Company's Chief
Financial Officer and internal auditor any other audit-related matters which may
arise during the year. They also review the internal audit function. The
Compensation Committee reviews and approves the compensation of senior
management and is responsible for the administration of the Company's stock
plans, Non-qualified Key Employee Deferred Compensation Plan, and Stock Employee
Compensation Trust. The Governance Committee is responsible for the
establishment of governance policies concerning the Board of Directors of the
Company. The Governance Committee is also responsible for reviewing and
approving the compensation of directors subject to ratification by the Board of
Directors. The Board of Directors does not have a Nominating Committee.
Nominations for directors are made by the Governance Committee in consultation
with the Chairman and Chief Executive Officer.
Section 16(a) Beneficial Ownership Reporting Compliance
The Company believes that all Section 16(a) filing requirements applicable
to its officers, directors and beneficial owners of more than 10% of its
outstanding Common Stock were complied with for 1997. Such belief is based
solely on its review of copies of such reports furnished to the Company and
written representations that no other reports were required.
Director Compensation
On April 24, 1996, following approval by a vote of the holders of a
majority of the outstanding shares of the Company's Common Stock, the
compensation of non-officer directors was established as a $10,000 annual
retainer and the grant on every third year of a non-qualified stock option for
30,000 shares of Common Stock subject to vesting at the rate of 10,000 shares
per year beginning in 1996. For the period April 30, 1997, to April 29, 1998,
each non-officer director received $10,000. The option to purchase the third
10,000 shares of Common Stock also vested during such period. Pursuant to the
terms of the Option Plan, this grant was subsequently adjusted to reflect the
Company's two-for-one stock split effective June 2, 1997. Directors do not
receive fees for attending board or committee meetings. Directors who are not
officers are entitled to be reimbursed for expenses incurred while serving as
directors. Directors who are officers of the Company do not receive additional
compensation for their services as directors.
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<PAGE> 9
Executive Compensation and Other Information
The following table shows the annual and long-term compensation paid to the
Chairman and Chief Executive Officer and the four (4) highest compensated
executive officers for services rendered in 1997, 1996, and 1995:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
---------------------------------- --------------------- -------
OTHER RESTRICTED
NAME AND ANNUAL STOCK OPTIONS/ LTIP ALL OTHER
PRINCIPAL SALARY BONUS COMPENSATION AWARD(S) SAR'S PAYOUTS COMPENSATION
POSITION YEAR ($) ($) ($) (1) ($) (#) ($) ($) (7)
--------- ---- ------ ----- ------------ ---------- -------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Gale S. Fitzgerald(2) 1997 $360,000 $495,000 $85,500 $60,188(8) 84,000 $0 $ 3,200
Chairman of the Board 1996 $345,000 $255,000 $45,000 $43,625 96,000 $0 $ 3,200
and Chief Executive 1995 $300,000 $153,123 $ 2,832 $ 0 190,000 $0 $ 2,310
Officer
Jonathan R. Asher(3) 1997 $165,000 $132,306 $29,731 $ 0 36,000 $0 $ 2,532
Vice President,
IBM National Team
James R. Boldt(4) 1997 $155,000 $120,000 $27,500 $ 0 51,000 $0 $ 2,375
Vice President and Chief 1996 $133,846 $ 89,000 $16,713 $ 0 50,000 $0 $ 1,720
Financial Officer
Michael E. Grich(5) 1997 $150,000 $ 39,000 $18,900 $ 0 26,500 $0 $ 3,200
Vice President 1996 $120,000 $ 97,623 $16,322 $ 0 50,000 $0 $ 2,563
1995 $120,000 $ 17,987 $ 862 $ 0 0 $0 $ 2,724
Richard A. Ballou(6) 1997 $150,000 $ 36,000 $18,600 $ 0 17,000 $0 $ 2,410
Vice President 1996 $150,000 $ 27,000 $13,275 $ 0 22,000 $0 $ 2,375
1995 $135,000 $ 41,139 $ 1,108 $ 0 64,000 $0 $ 2,310
</TABLE>
- ---------------
(1) Other annual compensation consists of deferred compensation contributed by
the Company under the CTG Non-Qualified Key Employee Deferred Compensation
Plan.
(2) Ms. Fitzgerald did not defer any of her 1997 salary or bonus under the
Non-Qualified Key Employee Deferred Compensation Plan.
(3) Mr. Asher joined the Company on December 16, 1996, as Vice President, IBM
National Team. On that date, Mr. Asher received options to purchase 10,000
shares of CTG stock. Mr. Asher did not defer any of his 1997 salary or bonus
under the Non-Qualified Key Employee Deferred Compensation Plan.
(4) Mr. Boldt joined the Company on February 12, 1996 as Vice President and
Chief Financial Officer. Mr. Boldt deferred a total of $12,712 of his 1997
salary and bonus under the Non-Qualified Key Employee Deferred Compensation
Plan.
(5) Mr. Grich did not defer any of his 1997 salary or bonus under the
Non-Qualified Key Employee Deferred Compensation Plan.
(6) Mr. Ballou deferred $7,500 of his 1997 salary and none of his bonus under
the Non-Qualified Key Employee Deferred Compensation Plan.
(7) Consists of Company matching contributions under the 401(k) Retirement Plan
and Trust.
(8) For 1997, Ms. Fitzgerald received an award of 1,500 shares of restricted
common stock with a value of $40.125 per share which will vest on February
5, 2002. The shares are eligible to receive dividends in the same manner as
all Common Stock of the Company.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee (Committee) of the Board of Directors is
composed of George B. Beitzel (Chairman), Paul W. Joy and Barbara Z. Shattuck,
all of whom are "non-employee directors" within the meaning of Rule 16b-3 under
the Securities Exchange Act of 1934, as amended. The Committee is responsible
for
6
<PAGE> 10
overseeing the administration of the Company's employee stock and benefit plans
and establishing policies relating to the compensation of employees. This
Committee report describes the various components of the Company's executive
officer compensation program and the bases on which 1997 compensation was paid
to such executive officers including the executive officers named in the
compensation tables set forth above.
Compensation Policy -- The Committee's compensation policies are designed
to maintain a direct relationship among executive pay, financial performance of
the Company and the creation of shareholder value. Such policies seek to:
- Provide compensation opportunities which enable the Company to attract
and retain qualified executives;
- Provide compensation that is directly related to the performance of both
the Company and the individual;
- Integrate the compensation programs with the Company's annual and
long-term financial and operating objectives; and
- Align the interests of executive officers with the long-term interests of
the Company's stockholders through stock-based award opportunities that
can result in ownership of the Company's Common Stock.
The Company's executive compensation program attempts to achieve the
foregoing objectives by integrating annual base salary with annual cash and
stock-based incentives based on both Company and individual performance.
Measurement of Company performance is based on operating and financial
objectives set at the beginning of each year. As a result, executive
compensation tends to be higher in years in which performance goals are achieved
or exceeded. In addition, as an executive's level of responsibility increases, a
substantial portion of his or her annual compensation is based on performance
incentives. Accordingly, there will be greater variability in an executive's
total compensation from year to year based on both the individual's and the
Company's actual performance.
Components of Executive Compensation -- The compensation paid to the
Company's executive officers during 1997, as reflected in the tables set forth
in this Proxy Statement, consisted of annual base salary, annual cash incentive
compensation, long-term stock-based incentive compensation and deferred
compensation.
Annual Base Salary -- With respect to determining the base salary of
executive officers, the Committee takes into consideration a variety of factors
including the executive's level of responsibility, individual performance and
the salaries of similar positions in the Company and in comparable companies
both within and outside our industry who compete for executive talent. The
Company participates in and reviews various industry salary surveys and in 1997
retained the services of an independent consultant to assess comparable external
salaries.
Annual Cash Incentive Compensation -- Each executive officer's total annual
compensation consists in part of annual cash incentive compensation. Awards of
cash incentive compensation are based on the attainment of one or more specified
targeted levels of (i) gross profit, (ii) operating income, (iii) specific
assigned objectives, (iv) earnings per share, and (v) individual objectives. The
Committee, in awarding cash incentive compensation, considers the recipient's
individual contribution toward Company operating profitability, cost
containment, leadership, teamwork and the successful implementation of business
strategy. The objective of this form of annual compensation is to provide an
incentive to certain executives to achieve operating and financial objectives
that the Committee believes are primary determinants of shareholder value over
time.
Long-Term Stock-Based Incentive Compensation -- The third component of
executive compensation during 1997 consisted of grants of stock options under
the Company's 1991 Stock Option Plan and restricted stock under the Company's
1991 Restricted Stock Plan. In making grants of stock options, the Committee
considered an executive's contribution toward past and future Company
performance. Any value that might be received from an option grant depends upon
increases in the price of the Company's Common Stock. Accordingly, the amount of
compensation to be received by an executive is directly aligned with increases
in shareholder value. Grants of stock options are made to key employees of the
Company who, in the opinion of the Committee, have had and are expected to
continue to have a significant impact on the long-term performance of the
Company. Such awards are
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<PAGE> 11
also intended to reward such individuals who remain with the Company and to
further align their interests with those of the Company's shareholders. In
making grants of restricted stock, the Committee considered the executive's
contribution to the success of the Company in 1997. Other than due to special
circumstances, restricted stock awards are subject to required service for four
years from the date of the grant until such restrictions lapse. During such
restriction period, the executive has the right to vote and receive dividends
paid on such shares. The final value of the shares received by the executive is
based on the change in shareholder value. The Committee strongly believes that
stock ownership by management and stock-based performance compensation are
beneficial in aligning management's and shareholders' interests in the
enhancement of shareholder value.
Stock Options Granted During 1997 -- The Committee granted stock options
during 1997 to various executive officers named in the following table (see
Options/SAR Grants in 1997). For all stock option grants during 1997, recipients
of such stock options received the right to purchase shares of Common Stock of
the Company in the future at a price equal to their fair market value determined
on the date of grant. Options granted as incentive stock options under the
Internal Revenue Code of 1986, as amended, generally become exercisable in
installments of 25 percent of the shares covered by each grant commencing on the
first annual anniversary date of the date of grant and on each annual
anniversary date thereafter. Such options may be exercised at any time for a
period of six (6) years after they first become exercisable. Prior to November
25, 1997, options granted as nonqualified stock options generally become
exercisable in installments of 20 percent (20%) of the shares covered by each
grant, commencing on the first annual anniversary date of the date of grant and
on each annual anniversary date thereafter. Effective November 25, 1997, options
granted as nonqualified stock options generally become exercisable in
installments of 25 percent (25%) of the shares covered by each grant, commencing
on the first annual anniversary date of the date of grant and on each annual
anniversary date thereafter. After they become exercisable, these options may be
exercised at any time for a period not to exceed fifteen (15) years from the
date of grant. The Committee considers an executive's contribution toward
Company performance, expected future contribution and the number of options and
shares of Common Stock presently held by an executive.
Deferred Compensation -- The fourth component of executive compensation
during 1997 consisted of the Company's contribution under the CTG Non-Qualified
Key Employee Deferred Compensation Plan for those executives chosen to
participate in the Plan. Beginning June 1, 1995, executives chosen to
participate in the Plan were eligible to elect to defer a percentage of their
annual cash compensation. In addition, executives are also eligible to receive a
Company contribution under the Plan in an amount equal to a specified percentage
of the sum of the executive's 1997 base salary and bonus compensation. The
Company's contribution percentage and criteria used to determine performance
targets are based on the recommendations of the Chairman and CEO, subject to the
approval of the Committee. The contribution is made in cash or CTG Common Stock,
as determined by the Committee.
Chief Executive Officer Compensation -- The Committee, in setting the
compensation for the position of Chief Executive Officer (CEO) during 1997,
sought to provide a compensation package which depended in part upon the
attainment of both annual and long-term objectives, thereby linking the annual
compensation of the CEO to individual performance and the Company's performance.
Compensation for the position of CEO consisted of (i) annual base compensation
established by the Committee, (ii) cash incentive compensation measured by
Company financial performance and Ms. Fitzgerald's attainment of specific
strategic and organizational objectives, together with an assessment by the
Committee and the Board of Directors of her effectiveness as CEO, (iii)
long-term stock-based incentive compensation, and (iv) a contribution under the
CTG Non-Qualified Key Employee Deferred Compensation Plan.
Ms. Fitzgerald's 1997 compensation consisted of (i) base compensation of
$360,000 per year, (ii) cash incentive compensation consisting of $495,000 based
upon her attainment of specific financial, strategic, and organizational
objectives, together with an assessment by the Committee and Board of Directors
of her effectiveness as CEO, (iii) long-term stock-based incentive compensation
consisting of stock option grants of 60,000 shares at $21.8125 awarded on
January 31, 1997, (adjusted to reflect the Company's two-for-one stock split
effective June 2, 1997), and 24,000 shares at $30.3125 on November 25, 1997,
1,500 shares of restricted Common Stock valued at $60,188, and (iv) a
contribution of $85,500 under the CTG Non-Qualified Key Employee Deferred
Compensation Plan.
8
<PAGE> 12
Section 162(m) of the Internal Revenue Code -- Section 162(m) of the Code,
adopted as part of the Omnibus Budget and Reconciliation Act of 1993, generally
limits to $1 million the deduction that can be claimed by any publicly held
corporation for compensation paid to any "covered employee" in any taxable year
beginning after December 31, 1993. The term "covered employee" is defined as the
Chief Executive Officer and the four other highest paid executive officers of
the corporation. The Committee has determined that the 1991 Option Plan meets
the requirements for deductibility. The Committee will, however, continue to
study whether it is desirable to cause compensation arrangements in the future
to qualify as deductible compensation. To the extent that the Committee's
compensation objectives can be achieved in a manner which maximizes the
deductibility of compensation paid by the Company, it will seek to do so.
SUBMITTED BY THE COMPENSATION COMMITTEE
<TABLE>
<S> <C> <C>
Paul W. Joy George B. Beitzel Barbara Z. Shattuck
Chairman
</TABLE>
The Compensation Committee Report on Executive Compensation and the Stock
Performance Graph shall not be deemed incorporated by reference by any general
statement incorporating by reference this proxy statement into any filing under
the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the
extent the Company specifically incorporates this information by reference, and
shall not otherwise be deemed filed under such Acts.
9
<PAGE> 13
COMPANY PERFORMANCE GRAPH
The following graph shows a five-year comparison of cumulative total
shareholder returns for the Company's Common Stock, the S&P 500 Index, and a
Peer Group, assuming a base index of $100 at the end of 1992. The cumulative
total return for each annual period within the five years presented is measured
by dividing (i) the sum of (A) the cumulative amount of dividends for the
period, assuming dividend reinvestment, and (B) the difference between the
Company's share price at the end and the beginning of the period by (ii) the
share price at the beginning of the period. The calculations exclude trading
commissions and taxes.
<TABLE>
<CAPTION>
Computer
Measurement Period Task Group, S&P 500
(Fiscal Year Covered) Inc. Index Peer Group
<S> <C> <C> <C>
Dec 92 100.00 100.00 100.00
Dec 93 84.73 110.08 100.73
Dec 94 108.64 111.53 136.45
Dec 95 243.92 153.45 145.01
Dec 96 534.47 188.68 276.78
Dec 97 882.94 251.63 534.92
</TABLE>
- ---------------
The Peer Group comprises the following companies which are in the business
of providing information technology (IT) services: Alternative Resources
Corporation; American Management Systems, Incorporated; Analysts International
Corporation; Ciber, Inc.; Computer Horizons Corp.; Compuware Corporation; Keane,
Inc.; and Technology Solutions Company.
10
<PAGE> 14
Option/SAR Grants, Exercises and Holdings
The following tables set forth certain information concerning stock options
granted and exercised during 1997, and unexercised options held as of the end of
1997, by the named executives:
OPTIONS/SAR GRANTS IN 1997
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
NUMBER OF PERCENT VALUE AT ASSUMED ANNUAL
SECURITIES OF TOTAL RATES OF STOCK PRICE
UNDERLYING OPTIONS/SARS APPRECIATION FOR
OPTIONS/SARS GRANTED TO EXERCISE OR OPTION TERM (2)
GRANTED EMPLOYEES BASE PRICE EXPIRATION -----------------------
NAME IN 1997 IN 1997 PER SHARE DATE 5% ($) 10% ($)
---- ------------ ------------ ----------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Gale S. Fitzgerald 60,000 9.57% $21.8125 (1) $675,570 $1,650,332
24,000 3.83% $30.3125 11/25/12 $784,920 $2,311,448
Jonathan R. Asher 21,000 3.35% $21.8125 (1) $236,449 $ 577,616
15,000 2.39% $30.3125 11/25/12 $490,575 $1,444,655
James R. Boldt 40,000 6.38% $21.8125 (1) $450,380 $1,100,222
11,000 1.75% $30.3125 11/25/12 $359,755 $1,059,414
Michael E. Grich 20,000 3.19% $21.8125 (1) $225,190 $ 550,111
6,500 1.04% $30.3125 11/25/12 $212,583 $ 626,017
Richard A. Ballou 12,000 1.91% $21.8125 (1) $135,114 $ 330,066
1,140 0.18% $30.3125 11/25/07 $ 21,732 $ 55,074
3,860 0.62% $30.3125 11/25/12 $126,241 $ 371,758
</TABLE>
- ---------------
(1) These incentive stock options were granted on January 31, 1997, and become
exercisable in four (4) annual installments of 25 percent (25%) on each of
the first four anniversary dates from the date of grant, expiring six (6)
years after becoming exercisable. Options granted prior to June 2, 1997 have
been adjusted to reflect the Company's two-for-one stock split effective
June 2, 1997.
(2) The dollar amounts under these columns use the five (5%) percent and ten
(10%) percent rates of stock price appreciation prescribed by the SEC. This
presentation is not intended to forecast future appreciation of the
Company's stock.
AGGREGATE OPTION/SAR EXERCISES IN 1997 AND 1997 YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS/SARS OPTIONS/SARS
ACQUIRED AT FISCAL YEAR END AT FISCAL YEAR END
ON VALUE ---------------------------- ----------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Gale S. Fitzgerald 193,000 $6,161,650 92,000 312,000 $2,604,875 $7,599,750
Jonathan R. Asher 0 $ 0 2,500 43,500 $ 37,031 $ 478,594
James R. Boldt 12,500 $ 426,156 0 88,500 $ 0 $1,587,438
Michael E. Grich 10,324 $ 169,871 376 56,425 $ 11,962 $1,107,195
Richard A. Ballou 23,450 $ 679,150 47,500 67,650 $1,396,969 $1,641,578
</TABLE>
Long-Term Incentive Plan Awards
No awards were made to the named executives during 1997 under the Company's
1991 Restricted Stock Plan other than to Ms. Fitzgerald.
11
<PAGE> 15
Executive Supplemental Benefit Plan
The Company maintains an Executive Supplemental Benefit Plan (Supplemental
Plan) which provides certain executives with deferred compensation benefits. The
Supplemental Plan was amended as of December 1, 1994 so as to freeze current
benefits, provide no additional benefit accruals for participants and to admit
no new participants. As a result of this action, the Company reduced its annual
Supplemental Plan expense from approximately $1.1 million in 1994 to
approximately $.7 million in 1997. Generally, the Supplemental Plan provides for
retirement benefits of up to 50% of a participating employee's base compensation
at termination or as of December 1, 1994, which ever is earlier, and
pre-retirement death benefits calculated using the same formula that is used to
calculate normal and early retirement benefits. Benefits are based on service
credits earned each year of employment prior to and subsequent to admission to
the Supplemental Plan through December 1, 1994. Current employee participants
are also entitled to long-term disability benefits based upon 50% of the
disabled participant's base compensation at the time of disability. Retirement
benefits and pre-retirement death benefits are paid during the 180 months
following retirement or death, respectively, while disability benefits are paid
until normal retirement age. Normal retirement is age 60. For any participant
who is a member of a successor plan, the normal retirement age is increased to
65.
On November 30, 1994, the Supplemental Plan was also amended to provide
that in the event of a change of control, participants employed at such time
shall be entitled to receive a lump sum benefit equivalent to the present value
of 50% of their base compensation as of the date of the change of control. This
amount will be calculated for a period of no less than fifteen (15) years or the
life of the participant, whichever is longer. A change of control will occur if
(i) any person (other than the Company, any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, or any company owned,
directly or indirectly, by the stockholders of the Company in substantially the
same proportions as the ownership of stock of the Company) is or becomes the
beneficial owner, directly or indirectly, of securities of the Company
representing 30% or more of combined voting power of the Company's then
outstanding voting securities; (ii) during any period of twenty-four (24)
consecutive months, individuals who at the beginning of such period constitute
the Board and any new director whose election by the Board, or whose nomination
for election by the Company's stockholders, was approved by a vote of at least
two-thirds 2/3 of the directors (other than in connection with the contested
election), before the beginning of the period cease, for any reason, to
constitute at least a majority thereof; or (iii) the stockholders of the Company
approve a plan of complete liquidation of the Company or the sale or disposition
by the Company of all or substantially all of the Company's assets unless the
acquirer of the assets or its directors shall meet the conditions for a merger
or consolidation described in the Supplemental Plan. Upon a change of control,
on the basis of present base compensation, all executive officers as a group
would receive a maximum of $856,000.
On November 1, 1996, the Compensation Committee of the Board, which is
responsible for the administration of the Supplemental Plan, determined as a
policy matter that no early retirement benefits would be available in the
future. On January 31, 1997, the Board of Directors amended the Supplemental
Plan to delete reference to the right of any plan participant to request an
early retirement benefit in the future. The Board further amended the
Supplemental Plan to allow the Company the right at any time to pay any vested
plan participant the present value, as calculated by the Company, of the benefit
due at normal retirement age.
Two current employees and nineteen (19) former employees are presently
covered by the Supplemental Plan. The two current employees also participate in
the CTG Non-Qualified Key Employee Deferred Compensation Plan which is a
successor plan. At normal retirement age, Ms. Fitzgerald will receive $30,000
per year. All executive officers as a group will receive total annual retirement
benefits of $51,300 at age 65.
The Company has purchased, and is the beneficiary of, insurance on the
lives of certain participants in the Supplemental Plan. Under the insurance
program, if the assumptions made as to mortality experience, policy dividend and
other factors are realized, the proceeds of the policies will reimburse the
Company for all costs of the Supplemental Plan, including benefits, insurance
premiums and a factor for the use of the Company's money.
12
<PAGE> 16
Non-Competition and Employment Agreements
On July 1, 1993 the Company entered into a non-competition agreement with
Ms. Fitzgerald upon her appointment as President and Chief Operating Officer.
This Agreement remained in place following her appointment as Chairman and Chief
Executive Officer in October, 1994. Under the terms of the agreement, Ms.
Fitzgerald, following the termination of her employment relationship with the
Company, is to refrain for a defined period from undertaking any activities in
competition with the business activities of the Company, including the
solicitation or recruitment of Company employees, or the use or disclosure of
confidential information concerning the Company's business and operations. Under
the terms of the agreement, the Company agrees not to terminate Ms. Fitzgerald's
employment with the Company unless the Company gives her twelve (12) months
prior notice of such termination, or pays to her an amount equal to twelve (12)
months total compensation to be paid to her under the terms of any then existing
compensation plan in effect between the Company and her. Pursuant to the terms
of the agreement, the Company agreed that in the event Ms. Fitzgerald has not
secured an employment or a contractual position of six months or more in an
executive management capacity, at the expiration of the twelve (12) month period
following the date of separation, the Company will pay her up to an additional
six (6) months of total compensation calculated on the basis of the last
compensation plan in effect between the Company and Ms. Fitzgerald.
Severance Compensation Agreement
On October 31, 1994, the Company entered into a severance compensation
agreement with Ms. Fitzgerald. Generally, the separation agreement provides that
in the event Ms. Fitzgerald is employed by the Company at the time of a change
of control, and is subsequently terminated within two (2) years following change
of control, she will be entitled to receive a lump sum severance payment equal
to her average annual compensation for the five (5) calendar years preceding the
change of control, multiplied by 2.99.
A change of control is defined to mean (i) approval by the holders of the
Common Stock of any consolidation or merger of the Company in which the Company
is not the continuing or surviving corporation or pursuant to which shares of
the Common Stock are converted into cash, securities or other properties, other
than a merger of the Company in which the holders of the Common Stock
immediately prior to the merger own in excess of 66 2/3% of the outstanding
voting securities of the surviving corporation immediately after the merger,
(ii) approval by the holders of the Common Stock of any sale, lease, exchange or
other transfer in one transaction or a series of related transactions of all or
substantially all of the assets of the Company other than a transfer of the
Company's assets to a majority-owned subsidiary of the Company, (iii) approval
by the holders of the Common Stock of any plan or proposal for the liquidation
or dissolution of the Company; or (iv) any person (other than the Company, or
any entity owned or controlled by the Company), becomes a beneficial owner of
securities of the Company representing 30% or more of the combined voting power
of the Company's outstanding voting securities.
Non-Qualified Key Employee Deferred Compensation Plan
On February 2, 1995 the Compensation Committee of the Board of Directors
approved the creation of a Non-Qualified Key Employee Deferred Compensation Plan
(Deferred Plan). The Deferred Plan is intended as a successor plan to the
Supplemental Plan. Effective June 1, 1995, participants in the Deferred Plan
were eligible to (i) elect to defer a percentage of their annual cash
compensation and (ii) receive a Company contribution of a percentage of their
base compensation and annual bonus if the Company attains annual defined
performance objectives.
The Chairman and Chief Executive Officer, subject to the approval of the
Compensation Committee, recommends (i) those key employees who will be eligible
to participate and (ii) the percentage of a participant's base and bonus
compensation which will be contributed each year to the Deferred Plan if the
Company attains annual defined performance objectives. All amounts credited to
the participant are invested, as determined by the Compensation Committee, and
the participant is credited with actual earnings of the investments. Company
contributions, including investment earnings, may be cash or the stock of the
Company.
13
<PAGE> 17
Prior to December 31, 2002, participants are granted pro rata vesting in
Company contributions at the rate of 12.5% per year. If a participant terminates
employment due to death, disability, retirement at age 65, or in the event a
change of control (as defined in the CTG Executive Supplemental Benefit Plan
previously recited) shall occur, the participant or his or her estate shall be
entitled to receive the benefits accrued for the participant as of the date of
such event. Company contributions will be forfeited, even if vested, in the
event a participant violates a non-competition agreement or separates from
service prior to December 31, 2002. Participants are 100% vested in their own
contributions. All amounts in the Deferred Plan, including elective deferrals,
are held as general assets of the Company and are subject to the claims of
creditors of the Company. In 1997, the Company attained defined operating income
objectives sufficient to cause the Compensation Committee on February 5, 1997,
to authorize an award of ten percent (10%) of each eligible participant's 1997
base and incentive compensation as deferred compensation, subject to the
aforementioned pro-rata vesting requirement and forfeiture provisions.
Directors' and Officers' Liability Insurance
The Company indemnifies its directors and officers to the extent permitted
by law in connection with civil and criminal proceedings against them by reason
of their service as a director or officer. As permitted by Section 726 of the
New York Business Corporation Law, the Company has purchased directors' and
officers' liability insurance to provide indemnification for the Company and all
its directors and officers. The current three (3) year liability insurance
policy, with a policy period effective April 1, 1997, was issued by The Chubb
Group of Insurance Companies at an annual premium of approximately $77,000.
Certain Relationships and Related Transactions
During 1997 Mr. Marks received an annual sum of $90,000 payable monthly
under the terms of the Supplemental Plan. Under the terms of a noncompetition
agreement that covered the period from March 1984 through October 1995, Mr.
Marks also received the same medical benefits as those provided to other
officers of the Company. The Company also paid the premiums on a life insurance
policy for Mr. Marks with a face value of $300,000.
OTHER INFORMATION
Proxy Solicitation
A shareholder giving a proxy may revoke it at any time before it is
exercised. The cost of soliciting proxies in the accompanying form is to be
borne by the Company. In addition to solicitations by mail, employees of the
Company (who will not be specifically compensated for such services) may solicit
proxies in person or by telephone. Arrangements will be made with brokers,
custodians, nominees and fiduciaries to forward proxies and proxy soliciting
material to the beneficial owners of the Company's shares, and the Company may
reimburse such brokers, custodians, nominees or fiduciaries for their expenses
in so doing. In addition, Corporate Investor Communications, Inc. may be
retained by the Company to assist in the solicitation for which it will be paid
an estimated fee of $3,500 plus reasonable out of pocket expenses.
Relationship with Independent Accountants
The Board of Directors selected KPMG Peat Marwick LLP as the independent
auditors of the Company for a three year term from 1995 through 1997. The
Company is currently reviewing the selection of its independent auditors for the
next three year term commencing 1998. A representative of KPMG will be present
at the annual meeting of shareholders of the Company. The representative will be
given the opportunity to make a statement if he desires to do so, and will be
available to respond to appropriate questions. No member of that firm has any
past or present interest, financial or otherwise, direct or indirect, in the
Company or any of its subsidiaries. Matters involving auditing and related
functions are considered and acted upon by the Audit Committee.
14
<PAGE> 18
SHAREHOLDER PROPOSALS
Proposals of shareholders which are intended to be included in the
Company's Proxy Statement relating to its 1999 annual meeting of shareholders
must be received at the Company's principal executive offices not later than
December 2, 1998.
OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors of the
Company knows of no other business which will be presented for consideration at
the 1998 annual meeting of shareholders. However, if any other matters properly
come before the meeting or any adjournment thereof, it is intended that the
shares represented by proxies will be voted with respect thereto in accordance
with the judgment of the holders of the proxies.
April 1, 1998
By Order of the Board of Directors
15
<PAGE> 19
sku# 0554-PS-98
<PAGE> 20
DETACH HERE
CTG48 4
PROXY
COMPUTER TASK GROUP, INCORPORATED
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Gale S. Fitzgerald, Randolph A. Marks
and Paul W. Joy and each of them, as proxy of proxies, with power of
substitution to vote all of the shares of Common Stock of Computer Task Group,
Incorporated (the "Company") which the undersigned may be entitled to vote, as
specified on the reserve side of this card, and, if applicable, hereby directs
the trustee of the Company's 401(K) Profit Sharing Retirement Plan (the "Plan")
to vote the shares allocated to the account of the undersigned or otherwise
which the undersigned is entitled to vote pursuant to the Plan, as specified on
the reverse side of this card, at the Annual Meeting of Shareholders of the
Company to be held at the Company's Headquarters, 800 Delaware Avenue, Buffalo,
New York on Wednesday, April 29, 1998 at 10:00 a.m. or at any adjournment
thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSAL 1 AND IN ACCORDANCE WITH THE JUDGMENT OF THE PROXIES
ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING.
- ----------- -----------
SEE REVERSE (MARK, SIGN AND DATE ON REVERSE SIDE) SEE REVERSE
SIDE SIDE
- ----------- -----------
<PAGE> 21
CTG48 2 DETACH HERE
<TABLE>
<CAPTION>
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE
<S> <C>
1. Election of Class II Directors 2. Said proxies are given discretionary authority to vote
Nominees: George B. Beitzel, Richard L. Crandall, and and act upon such other matters as may come before the
Barbara Z. Shattuck meeting or any adjournment thereof.
[ ] FOR [ ] WITHHELD
ALL FROM ALL
NOMINEES NOMINEES
[ ] ________________________________________________ MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
For all nominees except as noted above
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
Please date and sign exactly as name appears hereon.
Each joint tenant must sign. When signing as attorney,
executor, trustee, etc., give full title. If signer is
a corporation, sign in full corporate name by authorized
officer. If a partnership, sign in partnership name by an
authorized person.
Please sign, date and return this proxy today. No postage is
required. A business reply envelope is enclosed for your
convenience.
Signature:_______________________________ Date: _________________ Signature:____________________________________ Date:___________
</TABLE>
