<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
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 (S)240.14a-11(c) or (S)240.14a-12
UNC INCORPORATED
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
RICHARD H. LANGE, Secretary
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14a.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] 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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Notes:
<PAGE>
[LOGO OF UNC APPEARS HERE] UNC INCORPORATED
175 Admiral
Cochrane Drive
Annapolis, Maryland
21401-7394
(410) 266-7333
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The 1995 Annual Meeting of Stockholders of UNC Incorporated (the "Company")
will be held at 10:00, A.M., local time, on April 28, 1995, at the Park Hyatt
Hotel, 24th at M Street, N.W., Washington, D.C., 20037, for the following
purposes:
1. To elect ten directors of the Company to hold office until their
successors are elected and qualify;
2. To vote upon a proposal to ratify the appointment of Coopers & Lybrand
as independent auditors of the Company for the year ending December 31,
1995; and
3. To transact such other business as may properly come before the meeting
or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on March 1, 1995, as
the record date for the meeting and only holders of record of Common Stock of
the Company at that time are entitled to notice of and to vote at such meeting
or any adjournment or adjournments thereof.
By Order of the Board of
Directors
Richard H. Lange
Secretary
March 24, 1995
IT IS IMPORTANT TO YOU AND THE COMPANY THAT YOUR SHARES BE REPRESENTED AT THE
MEETING. YOU ARE INVITED TO ATTEND THE MEETING IN PERSON; HOWEVER IF YOU CANNOT
DO SO, PLEASE EXERCISE YOUR RIGHT TO VOTE BY COMPLETING, DATING, SIGNING AND
RETURNING THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
<PAGE>
UNC INCORPORATED
175 ADMIRAL COCHRANE DRIVE
ANNAPOLIS, MARYLAND 21401-7394
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 28, 1995
This Proxy Statement, the Notice of Annual Meeting of Stockholders, and the
enclosed Proxy are being furnished to stockholders of UNC Incorporated (the
"Company") in connection with the solicitation, on behalf of the Board of
Directors of the Company, of proxies to be used at the Annual Meeting of
Stockholders of the Company to be held on April 28, 1995. The approximate date
on which the Notice of Annual Meeting, Proxy Statement and form of proxy are
being first sent to stockholders is March 24, 1995. Proxies in the form
enclosed which are properly executed by stockholders, returned to the Company
and not revoked, will be voted at the meeting and, where a specification is
made on the ballot, will be voted in accordance with such specification.
Stockholders may revoke their proxy at any time before it is voted at the
meeting by submitting written notice of revocation to the Secretary of the
Company, or by submitting a duly executed proxy bearing a later date. A proxy
will not be voted if the stockholder who executed it is present at the meeting
and elects to vote the shares represented thereby in person.
QUORUM AND VOTING RIGHTS
The presence, in person or by proxy, of the holders of a majority of the
issued and outstanding shares of Common Stock of the Company ("Common Stock")
entitled to vote (exclusive of shares held by or for the account of the Company
or any subsidiary of the Company) is necessary to constitute a quorum at the
Annual Meeting of Stockholders. The affirmative vote of the holders of a
majority of the shares of Common Stock present in person or by proxy at the
meeting is required for the approval of each of the matters to be presented to
the meeting except for the election of directors for which a plurality is
required. Because all matters other than the election of directors require an
affirmative vote of a majority of the shares present, an abstention will have
the same affect as a vote against the proposal. Only holders of record of
Common Stock at the close of business on March 1, 1995 are entitled to notice
of and to vote at the Annual Meeting of Stockholders.
As of the record date, the Company had issued and outstanding 17,545,247
shares of Common Stock (exclusive of shares held by or for the account of the
Company or any subsidiary of the Company), which is the only class of capital
stock outstanding. Each share of Common Stock entitles the holder to one vote
upon each matter to be voted upon.
OWNERSHIP OF COMMON STOCK BY CERTAIN PERSONS
The following table sets forth information, as of December 31, 1994,
concerning those persons known to the Company to be the beneficial owners of
more than 5% of the issued and outstanding Common Stock of the Company.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF NUMBER OF SHARES
BENEFICIAL OWNER (1) BENEFICIALLY OWNED PERCENTAGE OF CLASS
-------------------- ------------------ -------------------
<S> <C> <C>
Oak Hall Capital Advisors, L.P. (2)...... 1,001,726(3) 5.7%
122 East 42nd Street, Suite 2400
New York, New York 10168
Dan A. Colussy........................... 962,780(4) 5.1%
c/o UNC Incorporated
175 Admiral Cochrane Dr.
Annapolis, MD 21401
</TABLE>
1
<PAGE>
--------
(1) The information set forth above with respect to Oak Hall Capital Advisors
was provided to the Company in the beneficial owner's Schedule 13G dated
February 13, 1995.
(2) Reporting as an investment advisor in accordance with Rule 13d-
1(b)(1)(ii)(E) in respect of shares beneficially owned by its clients.
(3) Sole voting and investment power in respect of all shares.
(4) Includes 507,000 shares with respect to which Mr. Colussy, as of March 1,
1995, has the right to acquire ownership upon exercise of outstanding stock
options within 60 days, 324,034 shares of restricted stock, 128,500 shares
owned by Mr. Colussy's spouse and 3,246 shares that Mr. Colussy has the
right to acquire within 60 days upon exercise of conversion rights relating
to the Company's Convertible Debentures.
OWNERSHIP OF COMMON STOCK BY MANAGEMENT
The following table sets forth the beneficial ownership, as of March 1, 1995,
of Common Stock by each of the directors and nominees for director, each of the
executive officers named in the Summary Compensation Table, and all directors
and executive officers as a group, as reported by such persons. Unless
otherwise indicated in a footnote to the table, the director, nominee or
executive officer held sole voting and investment power over the shares.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE
NAME BENEFICIALLY OWNED OF CLASS
---- ------------------ ----------
<S> <C> <C>
Berl Bernhard.................................... 8,000 *
John J. Bonasia (1).............................. 182,400 *
Beverly B. Byron................................. 3,000 *
John K. Castle................................... 30,000 *
Dan A. Colussy (1)(2)............................ 962,780 5.1%
Gerald M. Czarnecki (1).......................... 137,200 *
William C. Hittinger............................. 4,100 *
James L. Holloway, III........................... 2,000 *
Ronald G. Kiripolsky (1)(3)...................... 43,500 *
Richard H. Lange (1)............................. 100,656 *
George V. McGowan................................ 1,000 *
John H. Moellering (1)........................... 33,300 *
Jack Moseley..................................... 10,000 *
Robert L. Pevenstein (1)(4)...................... 193,168 *
Lawrence A. Skantze (5).......................... 18,000 *
All directors and executive officers as a group
(20 persons) (1)................................ 1,879,275 9.9%
</TABLE>
--------
* Less than 1%
(1) The number of shares stated as "beneficially owned" by executive officers
includes shares with respect to which such executive officers, as of March
1, 1995, have the right to acquire beneficial ownership within 60 days (a)
upon the exercise of outstanding options, if such options are exercised, as
follows: Mr. Colussy, 507,000; Mr. Moellering, 22,000; Mr. Bonasia,
135,400; Mr. Pevenstein, 138,625, Mr. Lange, 65,900; Mr. Kiripolsky,
41,000; Mr. Czarnecki, 60,000; and all directors and executive officers as
a group, exclusive of the foregoing, 97,062; and (b) upon exercise of
conversion rights relating to the Company's Convertible Debentures, as
follows: Mr. Colussy, 3,246; and Mr. Pevenstein, 4,543.
(2) The number of shares shown as beneficially owned by Mr. Colussy includes
128,500 shares owned by his spouse, and 324,034 shares of restricted stock.
(3) Mr. Kiripolsky's employment with the Company terminated effective December
31, 1994.
(4) The number of shares shown as beneficially owned by Mr. Pevenstein includes
28,798 shares owned jointly with his spouse, and 1,558 shares held as
custodian for his minor children.
(5) The number of shares shown as beneficially owned by Mr. Skantze includes
12,000 shares owned jointly with his spouse.
2
<PAGE>
INFORMATION CONCERNING THE BOARD OF DIRECTORS
The Board of Directors has responsibility for establishing broad corporate
policies and for the overall performance of the Company, although it is not
involved in day-to-day operating details. Members of the Board are kept
informed of the Company's business by various reports and documents given to
them on a regular basis, as well as by operating, financial and other reports
made at meetings of the Board of Directors and its committees.
The Board of Directors has five standing committees: Executive Committee,
Audit Committee, Nominating Committee, Management Development and Compensation
Committee and Public Responsibility Committee.
Subject to certain limitations set forth in the Bylaws and applicable law,
the Executive Committee may exercise all of the powers of the Board of
Directors in the management and direction of the business and affairs of the
Company. The present members of the Executive Committee are Mr. Colussy
(Chairman), Mr. Castle, Mr. Hittinger, Mr. Holloway and Mr. Moseley. The
Executive Committee did not hold a meeting during 1994.
The Audit Committee recommends to the Board of Directors the engagement of
the Company's independent auditors and reviews with the auditors the plan and
scope of their audit for each year, the results of the audit when completed and
their fees for services performed. The Audit Committee also reviews internal
control procedures and meets periodically with the Company's internal auditors
to review the results of such procedures. The Audit Committee is composed
exclusively of directors who are not officers or employees of the Company. The
present members of the Audit Committee are Mr. Hittinger (Chairman), Mr.
Holloway, Mr. McGowan and Mr. Skantze. The Audit Committee held four meetings
during 1994.
The Nominating Committee recommends to the Board of Directors possible
candidates for election as directors. The present members of the Nominating
Committee are Mr. Moseley (Chairman), Mr. Bernhard, Mr. Colussy and Mr.
Skantze. The Nominating Committee did not hold a meeting during 1994. The
Nominating Committee will consider nominees for director recommended by
stockholders. See "Stockholder Proposals and Directors' Nominations for 1996
Annual Meeting" for the procedures to be followed by stockholders in submitting
recommendations.
The Management Development and Compensation Committee fixes and changes
salaries and other compensation of the officers of the Company, of any other
employee reporting directly to the President and of the heads of the Company's
subsidiaries and divisions. Any action taken by the committee in fixing or
changing the compensation of officers who are also directors is subject to
ratification by the Board of Directors. The committee also administers the
Company's employee stock and stock option plans and its Incentive Compensation
Plan and assists in management development. The committee is composed
exclusively of directors who are not officers or employees of the Company. The
present members of the Management Development and Compensation Committee are
Mr. Castle (Chairman), Mr. McGowan and Mr. Moseley. The Management Development
and Compensation Committee held three meetings during 1994. Reference is made
to the "Statement of Management Development and Compensation Committee on
Executive Compensation" appearing on page 11 through page 13 of this Proxy
Statement.
The Public Responsibility Committee reviews the Company's policies, plans,
programs, positions and accomplishments in areas of significant public
interest, such as safety, environmental concerns and minority employment and
advancement. The present members of the Public Responsibility Committee are
Mr. Holloway (Chairman), Ms. Byron and Mr. Skantze. The Public Responsibility
Committee held three meetings during 1994.
In addition to the above standing committees, the Board of Directors on July
7, 1994 formed a Search Committee, comprised of Messrs. McGowan (Chairman),
Bernhard, Castle, and Colussy, to carry on a search for a President and Chief
Operating Officer of the Company. The members of the committee personally
interviewed a total of fifteen candidates, including four executive officers of
the Company, resulting in a
3
<PAGE>
recommendation to the Company's Board of Directors in late September 1994 that
Gerald M. Czarnecki be elected to that position.
During the fiscal year ended December 31, 1994, the Board of Directors held
eleven meetings. Each incumbent director, during the last fiscal year or, if
shorter, during the period for which he or she has been a director, attended at
least 75% of the aggregate of (a) the total number of meetings of the Board of
Directors and (b) the total number of meetings of all committees of the Board
on which he or she served. For the Board as a whole, attendance at meetings in
1994 of the full Board of Directors and committees of the Board of Directors
was approximately 95%.
COMPENSATION OF DIRECTORS
Directors who are employees of the Company receive no additional compensation
for their services as directors or as members of committees of the Board. Cash
compensation payable to other directors for services in that capacity under the
Outside Directors Compensation Plan currently consists of a retainer of $15,000
per year and a fee of $1,000, plus travel expenses, for each day of each
meeting of the Board of Directors attended in person and a fee of $500 for
participation in a meeting by telephone. Additional annual retainers of $3,000
and $2,000 are paid to the Chairman of each committee and to each member of a
committee, respectively. Members of the committees are also paid a fee of $800
for each committee meeting attended in person and a fee of $400 for
participation in a committee meeting by telephone. In addition to any retainer
or meeting fees for serving on the Board of Directors or any committee, a
director who renders services on behalf of the Company outside of formal
meetings is compensated for such services at the rate of $1,000 per day.
Effective as of July 31, 1987, the Company adopted the Outside Directors
Separation from Service Plan (the "Outside Directors Service Plan"). All
directors who are not employed by the Company automatically become participants
under the Outside Directors Service Plan, but must have served on the Board of
Directors for three years before their benefits become vested. Benefits are
payable as an annuity, paid in monthly installments, equal to the director's
final basic retainer fee, multiplied by a ratio equal to one-tenth of the
director's years of service, provided, however, that no director shall receive
more than 10 years of service and such ratio shall equal zero until a director
completes three years of service. Benefits become payable upon a director's
ceasing to serve on the Board of Directors, or upon a director's death in which
event benefits are paid to the surviving spouse, if any. Upon a change in
control of the Company, as defined, the Company must purchase and distribute to
each participating director an annuity sufficient to provide the director's
accrued and vested benefit as of the date of such change. All directors not
otherwise employed by the Company are participants under the Outside Directors
Service Plan.
Directors are eligible to participate in the Company's group life insurance
program.
ELECTION OF DIRECTORS
Ten directors will be elected at the Annual Meeting of Stockholders. All
directors are elected for a term of one year to serve until the next Annual
Meeting of Stockholders and until their successors are elected and qualify.
All of the shares represented at the Annual Meeting of Stockholders by
properly executed proxies will be voted in accordance with the instructions
thereon, if any, and if no instructions are given, the proxy will be voted FOR
the election of the ten nominees for director named below. Abstentions and
broker non-votes shall not be voted and shall have no effect in respect of the
election of directors. All of the nominees for director, other than Mr.
Czarnecki, are presently serving as directors of the Company, have agreed to
continue to serve if elected and were elected at the 1994 Annual Meeting. If
any nominee shall become unavailable to serve as a director prior to the
election, the accompanying proxy will be voted for a substitute nominee
selected by the Board of Directors of the Company and for the other nominees
named below, unless the Board of Directors takes action to reduce the number of
directors. The management of the Company has no reason to believe that any
nominee will be unable to serve.
4
<PAGE>
In connection with the consideration of nominations of candidates for
election as directors at the 1995 Annual Meeting, the Nominating Committee
waived the requirement that James L. Holloway III and William C. Hittinger not
be nominated as candidates for election as directors of the Company, having
both reached age 70. The Nominating Committee determined that these waivers
were in the best interest of the Company because of Admiral Holloway's
background and experience in the area of defense programs, in which the
Company has a continuing substantial participation, and Mr. Hittinger's strong
management and financial background, which continues to be a valuable asset to
the Board and the committees on which he serves.
In respect of the election of directors, the ten nominees receiving the
highest number of votes shall be deemed elected. The names of all nominees for
the office of director and information about them, as furnished by the
nominees themselves, are set forth below. THE BOARD OF DIRECTORS RECOMMENDS
THAT THE STOCKHOLDERS VOTE FOR THE FOLLOWING NOMINEES:
<TABLE>
<CAPTION>
SERVED AS BUSINESS EXPERIENCE
DIRECTOR DURING PAST FIVE YEARS
NAME AGE SINCE AND OTHER DIRECTORSHIPS
---- --- --------- -----------------------
<S> <C> <C> <C>
Dan A. Colussy.............. 63 1981 Chairman and Chief Executive Officer
of the Company since September 1994;
previously Chairman, President and
Chief Executive Officer of the Com-
pany since 1989; previously President
and Chief Executive Officer of the
Company since December 1984; Chair-
man, President and Chief Executive
Officer of Canadian Pacific Air
Lines, Limited from November 1982 un-
til December 1984; Chairman of Colum-
bia Air (airline) from June 1981 to
November 1982; prior to that, Mr.
Colussy served in senior management
positions with Pan American World
Airways for more than five years, in-
cluding that of President and Chief
Operating Officer from 1978 to Decem-
ber 1980; Director of Baltimore Gas
and Electric Company (public utility)
and Blue Cross Blue Shield of Mary-
land, Inc. (health insurance).
Berl Bernhard............... 65 1992 Chairman of the law firm of Verner,
Liipfert, Bernhard, McPherson and
Hand since 1982; partner in the firm
since 1962 (diversified law firm in-
cluding comprehensive domestic and
international aviation practice); Di-
rector of Uniroyal Chemical Company,
Inc. (manufacturer of specialty chem-
icals).
Beverly B. Byron............ 62 1993 Independent Consultant since November
1993; Presidential Appointee to Com-
mission on Base Closure & Realign-
ment, January-November 1993; previ-
ously Representative, United States
Congress from January 1979 to January
1993; Director of Baltimore Gas and
Electric Company (public utility),
McDonnell Douglas Corporation (aero-
space), Farmers & Mechanics Bancorp
(banking) and Blue Cross Blue Shield
of Maryland, Inc. (health insurance).
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
SERVED AS BUSINESS EXPERIENCE
DIRECTOR DURING PAST FIVE YEARS
NAME AGE SINCE AND OTHER DIRECTORSHIPS
---- --- --------- -----------------------
<S> <C> <C> <C>
John K. Castle.............. 54 1986 President, Chief Executive Officer
and Director of Branford Castle, Inc.
(investments) since September 1986;
Chairman, Chief Executive Officer and
Director of Castle Harlan, Inc. (mer-
chant bankers) since June 1987; pre-
viously President and Chief Executive
Officer of Donaldson, Lufkin & Jen-
rette, Inc. (investment bankers); Di-
rector of Sealed Air Corporation
(manufacturer of protective packaging
materials), Delaware Management Hold-
ings, Inc. (investment management),
Delaware Mutual Fund Group (invest-
ments), Quantum Restaurant Group,
Inc. (restaurant holding company)
INDSPEC Chemical Corporation (spe-
cialty chemicals) and Truck Compo-
nents, Inc.
Gerald M. Czarnecki......... 54 -- President and Chief Operating Officer
of the Company since October 1, 1994;
previously Senior Vice President Hu-
man Resources and Administration of
IBM Corporation from May 1993 until
May 9, 1994, Chairman of the Board
and Chief Executive Officer of Bank
of America, FSB from August 1, 1992
until May 1993 and Chairman of the
Board, President and Chief Executive
Officer of HONFED Bank, a Federal
Savings Bank from December 1, 1987
until July 31, 1992.
William C. Hittinger........ 72 1986 Retired; previously Executive Vice
President of RCA Corporation (elec-
tronics communications) for more than
five years prior to his retirement in
January 1986; Director of Recognition
International Incorporated (data en-
try equipment), Bethlehem Steel Corp.
(steel) and Bio Technica Internation-
al, Inc. (agricultural seed prod-
ucts).
James L. Holloway III....... 73 1987 President, Naval Historical Founda-
tion (national naval historic preser-
vation) since 1982; previously Presi-
dent, Council of American Flag Ship
Operators (national trade association
representing owners and operators of
U.S. flag vessels), August 1981
through 1989; Admiral, U.S. Navy (Re-
tired) and former Chief of Naval Op-
erations prior to his retirement in
1978.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
SERVED AS BUSINESS EXPERIENCE
DIRECTOR DURING PAST FIVE YEARS
NAME AGE SINCE AND OTHER DIRECTORSHIPS
---- --- --------- -----------------------
<S> <C> <C> <C>
George V. McGowan........... 67 1989 Retired; Chairman of the Executive
Committee, Baltimore Gas and Electric
Company (public utility); previously
Chairman and Chief Executive Officer,
Baltimore Gas and Electric Company
from 1988 until his retirement in
1992; Director of Baltimore Gas and
Electric Company (public utility),
NationsBank, N.A. (banking) and Mc-
Cormick and Company, Inc. (specialty
foods).
Jack Moseley................ 63 1987 Retired; previously Chairman, Presi-
dent and Chief Executive Officer,
USF&G Corporation (insurance and fi-
nancial services) for more than five
years prior to his retirement.
Lawrence A. Skantze......... 66 1989 Independent industrial consultant
since August 1987; General, U.S. Air
Force (Retired) and former Commander,
U.S. Air Force Systems Command, July
1984 to August 1987.
</TABLE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table summarizes certain information regarding the Company's
compensation of certain executive officers for the last three fiscal years.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------- -------------------------
OTHER RESTRICTED ALL
ANNUAL STOCK STOCK OTHER
COMP- AWARDS OPTION COMP-
YEAR SALARY ($) BONUS ($) ENSATION ($) (1) ($) (2) AWARDS (#) ENSATION ($)
NAME AND PRINCIPAL POSITION ---- ---------- --------- ---------------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Dan A. Colussy........... 1994 $592,019 $150,000(3) $42,278 $ 702,000 -0- $24,923(4)
Chairman, President and
Chief 1993 566,294 -- 31,422 303,000 -0- 29,634(5)
Executive Officer 1992 504,558 250,000 36,818 287,500 -0- 29,228
John H. Moellering (6)... 1994 260,344 -- 88,852(7) 48,750 60,000 $ 9,000(8)
Executive Vice Presi-
dent, 1993 64,808 22,683 -- -- 20,000 --
Aviation Services Divi-
sion 1992 -- -- -- -- -0- --
John J. Bonasia.......... 1994 248,308 26,658(3) 62,239 -- -0- $ 9,000(8)
Executive Vice Presi-
dent-- 1993 266,587 -- 45,910 30,300 -0- 13,711(8)
Manufacturing Operations 1992 227,596 86,323 34,306 -- -0- 13,280
Robert L. Pevenstein..... 1994 211,587 57,764(3) 20,365 48,750 -0- $ 9,000(8)
Senior Vice President
and Chief 1993 206,301 -- 10,479 30,300 -0- 12,378(8)
Financial Officer 1992 182,841 81,000 11,187 -- -0- 11,024
Richard H. Lange......... 1994 195,750 47,104(3) 22,411 48,750 -0- $ 9,000(8)
Senior Vice President, 1993 188,414 -- 12,493 30,300 -0- 11,305(8)
General Counsel and Sec-
retary 1992 169,023 70,000 10,701 -- -0- 10,162
Ronald G. Kiripolsky (9). 1994 200,519 46,638(3) 31,691 48,750 -0- $ 9,000(8)
Senior Vice President-- 1993 186,550 -- 13,887 -- 20,000 11,193(8)
Overhaul Operations 1992 153,615 63,000 73,165 -- 22,000 9,363
</TABLE>
--------
(1) The Company also provides certain perquisites and other personal benefits.
The aggregate dollar cost to the Company of the perquisites and other
personal benefits in each of the represented years did not
7
<PAGE>
exceed the lesser of $50,000 or 10% of the amount reflected in the Salary
and Bonus columns for any of the named executive officers.
(2) As of December 31, 1994, Messrs. Colussy, Moellering, Bonasia, Pevenstein
and Lange held 252,000, 5,000, 11,000, 15,000 and 15,000 shares of
restricted stock having a value of $1,480,500, $29,375, $64,625, $88,125
and $88,125, respectively, based upon a $5.875 per share closing price of
the Company's Common Stock as reported on the New York Stock Exchange as of
December 30, 1994, the last trading day of the fiscal year. Dividends are
paid on all restricted shares to the same extent as any other shares of the
Company's Common Stock. In connection with the awards of restricted stock
in 1994 and 1993, each of the named executive officers cancelled an equal
number of stock options without compensation.
(3) In July 1994, the Compensation Committee authorized payment of special
awards to certain executive officers and key employees of the Company in
recognition of their exceptional performance during 1993 on specific
projects that were of major benefit to the Company. These awards were not
part of the Incentive Compensation Plan of the Company, under which no
bonuses were earned in respect of 1993.
(4) Includes Company contributions under the Company's 401(k) Retirement Income
Savings Plan of $9,000 and an insurance premium of $15,923 paid by the
Company in respect of life insurance coverage for the benefit of Mr.
Colussy.
(5) Includes Company contributions under the Company's 401(k) Retirement Income
Savings Plan of $13,711 and an insurance premium of $15,923 paid by the
Company in respect of life insurance coverage for the benefit of Mr.
Colussy.
(6) Mr. Moellering joined the Company in 1993.
(7) Includes reimbursement of relocation costs of $38,767.
(8) Company contributions under the Company's 401(k) Retirement Income Savings
Plan.
(9) Mr. Kiripolsky's employment with the Company terminated effective December
31, 1994.
STOCK OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information with respect to grants
made by the Company of stock options to the named executive officers of the
Company pursuant to the Company's stock option plans during the last fiscal
year.
<TABLE>
<CAPTION>
POTENTIAL REALIZED VALUE
AT ASSUMED ANNUAL RATES
OF STOCK PRICE APPRECIATION
FOR OPTION TERM
INDIVIDUAL GRANTS SHOWN BELOW
----------------------------------------------- ----------------------------
NUMBER OF
SECURITIES
UNDERLYING % OF TOTAL EXERCISE
OPTIONS OPTIONS GRANTED OR BASE
GRANTED TO EMPLOYEES IN PRICE EXPIRATION
NAME (#) FISCAL YEAR ($/SH) DATE 5% ($) 10% ($)
---- ---------- --------------- -------- ---------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Dan A. Colussy.......... -0- -- -- -- -- --
John H. Moellering...... 10,000(1) 2.5% $9.75 04/06/2004 $ 61,317 $ 155,390
50,000(1) 12.4% $5.94 10/28/2004 $ 186,728 $ 473,341
John J. Bonasia......... -0- -- -- -- -- --
Robert L. Pevenstein.... -0- -- -- -- -- --
Richard H. Lange........ -0- -- -- -- -- --
Ronald G. Kiripolsky.... -0- -- -- -- -- --
</TABLE>
--------
(1) Of each stock option grant, 20% becomes exercisable in five annual
installments on the first day of each year following the date of grant.
8
<PAGE>
AGGREGATED STOCK OPTION EXERCISES IN LAST FISCAL YEAR, AND FISCAL YEAR-END
OPTION VALUE
The following table sets forth, on an aggregate basis, certain information
concerning each exercise of stock options during the last fiscal year by each
of the named executive officers, and the fiscal year-end value of unexercised
stock options.
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
FY-END (#) FY-END ($)
SHARES ACQUIRED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) VALUE REALIZED ($) UNEXERCISABLE UNEXERCISABLE
---- --------------- ------------------ ------------------- --------------------
<S> <C> <C> <C> <C>
Dan A. Colussy.......... * * 579,034/15,000 $840,697/9,960
John H. Moellering...... * * 22,000/58,000 0/0
John J. Bonasia......... * * 135,400/13,600 222,311/19,516
Robert L. Pevenstein.... * * 146,125/11,375 150,774/16,806
Richard H. Lange........ * * 73,400/600 91,273/1,079
Ronald G. Kiripolsky.... * * 41,000/0 12,675/0
</TABLE>
--------
* None of the named executive officers exercised stock options during 1994.
DEFINED BENEFIT PLANS--PENSION PLAN TABLE
The Company has a non-tax-qualified Supplemental Executive Retirement Plan
for Key Employees (the "Supplemental Retirement Plan"), adopted as of December
22, 1983 for the purpose of attracting experienced executives to the Company,
who typically must give up retirement benefits in leaving their employment to
join the Company. The following table sets forth examples of the annual
benefits payable under the Company's Supplemental Retirement Plan upon
retirement for certain specified levels of final average base compensation and
years of service:
<TABLE>
<CAPTION>
YEARS OF SERVICE
FINAL AVERAGE --------------------------------------------------------
BASE COMPENSATION 4 6 8 10
----------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
$200,000................ $ 48,000 $ 72,000 $ 96,000 $120,000
300,000................ 72,000 108,000 144,000 180,000
400,000................ 96,000 144,000 192,000 240,000
600,000................ 144,000 216,000 288,000 360,000
800,000................ 192,000 288,000 384,000 480,000
</TABLE>
Benefits under the Supplemental Retirement Plan are payable in monthly
installments, equal to 60% of the person's final average base compensation
multiplied by a ratio equal to one-tenth of the participant's years of service,
provided, however, that no participant shall receive more than 10 years of
service and such ratio shall equal zero until a participant completes two years
of service. Final average base compensation is defined as the average of the
employee's annual base salary (as set forth in the salary column of the Summary
Compensation Table above) for the three calendar years that produce the highest
annual rate of base salary out of the ten calendar years prior to termination
of employment or retirement. Benefit payments are not subject to any offset for
Social Security benefits. Benefits become payable upon a participant's
attaining age 65, or upon a participant's death, in which event benefits are
paid to the surviving spouse, if any. However, at a participant's election, a
reduced level of benefits may become payable upon a termination of employment
for a reason other than cause after attaining age 55. Upon a change in control
of the Company, as defined, the Company must purchase and distribute to each
participant an annuity sufficient to provide the participant's accrued and
vested benefit as of the date of such change. The Supplemental Retirement Plan
is financed through life insurance, with the intent of realizing recovery by
the Company of plan payments and related costs. Messrs. Colussy, Bonasia,
Pevenstein, Lange and Kiripolsky are each participants under the Supplemental
Retirement Plan. As of March 1, 1995, Mr. Colussy was fully vested under the
plan and Messrs. Bonasia, Pevenstein, Lange and Kiripolsky were credited with
6.7, 7.4, 7.6 and 3.8 years of service, respectively.
9
<PAGE>
EMPLOYMENT CONTRACTS AND OTHER TRANSACTIONS
Dan A. Colussy, Chairman and Chief Executive Officer of the Company, is
serving under an employment agreement whose term was automatically extended for
one year. In the event of his disability, Mr. Colussy will be entitled to an
annual disability benefit of $150,000 until age 65. The Company is required to
provide Mr. Colussy life insurance coverage of $1,000,000 at the Company's
expense.
Mr. Colussy's employment agreement provides for varying severance benefits,
including base salary, additional service credit, coverage under employee
benefit plans for a minimum of three years, vesting of stock options and
restricted stock awards, and some relocation expenses, upon certain events of
termination of employment, such as termination after a change in control or
election by the Company not to renew Mr. Colussy's employment agreement at a
renewal date prior to Mr. Colussy's 65th birthday.
The Company has also entered into agreements with certain key employees,
including Messrs. Bonasia, Pevenstein, Lange and Kiripolsky providing benefits
for a period of three years following a change in control of the Company as
defined in the agreements, including continued employment for a specified
period and vesting of stock options and restricted stock awards. In addition,
these agreements provide the employee an election to terminate his employment
up to one year after a change in control, which will result in a continuation
of salary and benefits for two years following the date of such termination.
In connection with the termination of Mr. Kiripolsky's employment at the end
of 1994, the Company and Mr. Kiripolsky entered into a severance agreement
pursuant to which the Company made a lump sum payment of $216,000 (equal to one
year's base salary) to Mr. Kiripolsky. In addition, under the severance
arrangement, Mr. Kiripolsky's restricted stock vested and he was granted the
right to exercise stock options that vest through 1995 for 90 days after
December 31, 1995.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Bonasia, an executive officer of the Company, has an outstanding loan
from the Company the balance of which, as of February 1, 1995, was $100,000.
The proceeds of the loan were used to facilitate the purchase of his home when
he relocated to the Annapolis area and is evidenced by a demand promissory note
that bears interest at the rate of 12% per annum. Mr. Knapp, an executive
officer of the Company, is indebted to the Company in the amount of $145,000,
as of February 1, 1995, pursuant to a loan which bears interest at the annual
rate of 10%. The proceeds of the loan were used to facilitate the purchase of a
home in connection with his relocation to the Annapolis area.
COMPLIANCE WITH SECTION 16(A)
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10% of a registered class
of the Company's equity securities, to file reports of ownership and changes in
ownership. Based solely on its review of copies of the forms received by it, or
written representations from certain reporting persons that they were not
required to file Form 5s, the Company believes that during 1994, all filing
requirements were complied with on a timely basis.
10
<PAGE>
STATEMENT OF MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE ON EXECUTIVE
COMPENSATION
The Company has required that a substantial portion of the compensation of
its executives and other key employees shall be at risk, based on the financial
performance of the Company against specific goals established by the Board of
Directors.
Under the Company's Incentive Compensation Plan, the Compensation Committee
establishes early each year the business attainment goals to be achieved by the
Company and each of its operating divisions during the year. Incentive
compensation awards for attaining each of these goals can amount to 50% or more
of the base salary (or 33% or more of total compensation) of the Company's
executives, and 30% or more (or 25% or more of total compensation) for
participating key employees of its operating divisions.
The performance of both the Company (or, as applicable, each operating
division) and the individual executive or key employee are further considered
in connection with discretionary awards under the Plan, which can amount to 20%
or more of the award for business goal attainment. As a result, 37.5% or more
of the total compensation of the Company's executives is at risk related to the
financial performance of the Company and, more generally, to their individual
performance.
In keeping with this performance concept, however, the Committee has the
authority to recognize exceptional performance on an individual basis even when
the Plan's numerical criteria are not met. Accordingly, the Committee
authorized separate incentive payments to a small number of executives who made
a particularly meaningful contribution to the Company in 1993.
Company performance, as related to the market price of its stock, is also the
only element in the Company's long term incentive compensation policy for
executives and key employees since the Company has no incentive plan providing
long term cash compensation. Under the Company's stock plans, approved by its
stockholders and administered by the Compensation Committee, executives and
participating key employees receive incentives in the form of stock options,
valued at the market price of the Company's stock at time of grant, and, on a
more limited basis, in the form of restricted stock. These incentives are
potentially substantial, based entirely on increases in the price of the
Company's stock over a period of years in the future. Such options and
restricted stock vest over a period of five years and, in the case of options,
can be exercised, as vested, over a ten year period, providing longer term
performance based incentives.
The Company's stock option program has a feature which the Compensation
Committee believes to be a feature of a relatively small number of option
plans: the requirement that a participant purchase with his or her own funds,
on the open market, a number of shares equal to 25% of his or her award, and
hold that stock in order to be eligible to exercise any portion of the option.
Thus, each executive and key employee of the Company who is a participant in
the option program personally has a substantial economic stake in the
performance of the Company as reflected in the price of its stock, thus further
aligning the interests of executives and key employees with those of the
Company's stockholders.
This performance orientation is also considered by the Compensation Committee
in establishing base salary compensation for the executives of the Company and
the heads of its operating divisions. The degree to which the performance of
the Company as a whole may be a consideration in determining salary level
necessarily increases with the level of responsibility of the executive or key
employee.
THE COMPANY'S CHIEF EXECUTIVE OFFICER
The compensation of the Company's Chief Executive Officer is established by
the Compensation Committee, and in accordance with Company policy must be
ratified by the entire Board of Directors. The Chief Executive Officer is
responsible to the Board for both the current performance and the future
prospects of the Company as a whole. It is on this basis, and in the light of
his performance of that responsibility, that his base salary, the discretionary
portion of his incentive awards, if any, and his stock option and restricted
stock awards are established.
11
<PAGE>
The current performance of the Company extends in many directions beyond its
day to day operations; it includes the relationship between the Company and its
several key constituencies, including investors, media, financial sources and
federal and state governments and regulatory agencies, as well as the Company's
relationships with its customers and within each of the industries in which it
is engaged. The current performance of the Company also entails an ongoing deep
involvement in developments affecting each of those industries. The current
performance of the Company also includes its day to day operations, including
substantial investment and policy decisions, the monitoring of the results of
operations, the development of opportunities, the remedy of problems and the
resolution of issues.
Of particular importance to the Compensation Committee in establishing the
compensation of the Chief Executive Officer for 1994 were his direction and
leadership in the Company's responses to a continuing and substantial decline
in the industries it serves, from airlines to defense, and that the Company as
a whole had fared well in the face of recession related problems in its
customer industries. Specifically in 1993, the Chief Executive Officer directed
an acquisition program to increase Company size while taking advantage of
depressed acquisition prices for companies in the aviation industry, and took
steps to both finance the Company's acquisition program and reduce its cost of
capital.
The Compensation Committee also considered the future prospects of the
Company in establishing the Chief Executive Officer's base compensation for
1994, including actions taken and policies established throughout the first
quarter of the year to enhance those prospects. These included the continued
simplification of operating and staff organizations, the reduction of debt and
the selective improvement of executive staff.
As the year developed, and industry conditions did not improve as expected,
the Chief Executive Officer made a difficult decision to restructure the
Company. As a result of these circumstances, the overall performance of the
Company for the full year, against earnings per share and return on invested
capital goals established by the Compensation Committee early in the year, was
insufficient to make an award to the Chief Executive Officer under the
Company's Incentive Compensation Plan for 1994.
COMPANY EXECUTIVE OFFICERS
The Compensation Committee has followed generally similar criteria in
establishing the compensation of the executive officers of the Company
reporting to the Chief Executive Officer, including those named above in this
proxy statement. In a real sense, the performance of each of these officers
directly affects the performance of the Company, even though their
responsibilities and areas of action are relatively defined and, in most cases,
somewhat specialized.
With regard to the executive officers of the Company as a group for purposes
of this statement, the Compensation Committee establishes their base salary
within salary ranges derived from publicly available survey data that is
principally industry and occupationally specific. The individual executive's
performance of his responsibilities is used to establish his salary level
within that range. The Compensation Committee relies on appropriate corporate
staff input, primarily as to salary ranges, and the recommendations of the
Company's Chief Executive Officer regarding individual performance and salary
level for each of the executive officers of the Company.
As with the Chief Executive Officer of the Company, the incentive
compensation of each of the executive officers for 1994 was contingent on
business goal attainment and represented a substantial at risk proportion of
his total compensation that was dependent on the financial performance of the
Company against specific goals that were established by the Compensation
Committee for the year. As with the Chief Executive Officer, the Company
performance measures for non-discretionary incentive awards in respect of 1994
were based on earnings per share and return on invested capital. In addition,
also representing at risk compensation, the discretionary award to each
executive officer would have been dependent on Company performance within his
area of responsibility and his individual performance both generally and with
regard to the attainment of specific goals established with each executive.
However, as stated above for the Company's Chief Executive Officer, the
earnings per share and return on invested capital of the Company were not
sufficient to give rise to the making of Incentive Compensation Plan awards for
1994.
12
<PAGE>
Also at risk, and dependent on the performance of the Company as reflected in
the market price of its stock, is the long term stock based compensation
potentially available to executives. The Compensation Committee determines the
stock option and restricted stock awarded to those executives based principally
on the individual performance of their responsibilities and the importance of
that performance with respect to the future prospects of the Company.
Regulations of the Internal Revenue Service are not final regarding
performance based compensation for purposes of the Company's deduction of
compensation for the Chief Executive Officer of the Company, or other executive
officers, in excess of $1 million in any one fiscal year. Such limit has not
yet been approached with respect to the Chief Executive Officer or other
executive officers of the Company. For these reasons, the Compensation
Committee has not yet developed a policy with regard to preserving such
deductibility. The Compensation Committee will consider such a policy when
final regulations are issued by the Internal Revenue Service.
Management Development and
Compensation Committee
John K. Castle, Chairman
George V. McGowan
Jack Moseley
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG UNC INCORPORATED, NYSE
MARKET VALUE INDEX AND PEER GROUP INDEX
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
NYSE PEER
Measurement Period UNC, MARKET VALUE GROUP
(Fiscal Year Covered) INCORPORATED INDEX INDEX
--------------------- ------------ ------------ -------
<S> <C> <C> <C>
Measurement Pt-12/31/1989 $100.00 $100.00 $100.00
FYE 12/31/1990 $ 64.29 $ 95.92 $ 63.28
FYE 12/31/1991 $114.29 $124.12 $ 60.99
FYE 12/31/1992 $104.76 $129.96 $ 50.59
FYE 12/31/1993 $178.57 $147.56 $ 56.10
FYE 12/31/1994 $114.29 $144.69 $ 54.71
</TABLE>
13
<PAGE>
The foregoing chart shows the value of $100 invested on January 1, 1990 in
Company Common Stock, in the New York Stock Exchange ("NYSE") Market Value
Index and in a peer group comprised of companies that participate in the same
industries in which the Company now participates. The chart is compiled on a
"total return" basis, including not only year to year appreciation, or
depreciation, in the price of the stocks represented on the chart, but also
assuming the reinvestment of dividends paid during each year. The Company does
not pay any dividends.
The companies comprising the NYSE index represent a diverse cross section of
industries in the United States. The index is generally used to portray the
price levels of stocks listed on the NYSE, and does not purport to afford a
direct comparison of such companies with the Company. Companies in the peer
group are AAR Corp., Barnes Group, Inc., Ducommun Incorporated and Sequa, Inc.
Ryder Systems, Inc. was included in the peer group in earlier years but has
been excluded because, with its disposition of Aviall, Inc. in the last quarter
of 1993, Ryder no longer participates in the same industries as the Company.
The Company has been engaged in a restructuring during this period, most
recently selling and discontinuing its environmental businesses and beginning
the shut down of its Naval Products nuclear propulsion facilities in mid-1990.
The year 1991 was the first full year of the Company's operation as solely an
aviation related business.
Also, it should be noted that the chart shows information relating only to
stock prices. It does not purport to show information directly relating to the
business or economic performance of any of the companies, including the
Company, as to which stock price information is shown.
RATIFICATION OF INDEPENDENT AUDITORS
KPMG Peat Marwick were previously the principal certifying accountants for
the Company. Following discussions between KPMG Peat Marwick and
representatives of the Company, the parties determined that KPMG Peat Marwick
would cease to serve as the Company's auditors effective February 22, 1994. The
Company's Audit Committee was advised of these discussions and approved of this
action.
In connection with the audits of the Company's consolidated financial
statements for each of the fiscal years ended December 31, 1993 and 1992, and
in the subsequent interim period through February 22, 1994, there were no
disagreements between the Company and KPMG Peat Marwick on any matter of
accounting principles or practices, financial statement disclosures or auditing
scope or procedures, which disagreements, if not resolved to KPMG Peat
Marwick's satisfaction, would have caused them to make reference in connection
with their opinion to the subject matter of the disagreement.
The audit report of KPMG Peat Marwick on the consolidated financial
statements of the Company and its subsidiaries as of and for the years ended
December 31, 1993 and 1992, did not contain any adverse opinion or disclaimer
of opinion, nor was it qualified or modified as to uncertainty, audit scope, or
accounting principles, except that, as required with respect to changes in
accounting principles, the 1993 audit report made reference to the Company's
adoption in 1993 of the provisions of the Financial Accounting Standards
Board's Statement on Financial Accounting Standards No. 109, Accounting for
Income Taxes.
Members of the management of the Company interviewed four of the "Big 6"
public accounting firms and requested that two of these firms present proposals
to the Audit Committee. On March 17, 1994, the two firms presented their
proposals to the Audit Committee, which, after due consideration, recommended
to the Company's Board of Directors that the firm of Coopers & Lybrand be
appointed as the Company's independent accountants for the year ending December
31, 1994. The Board of Directors approved of the appointment of the firm of
Coopers & Lybrand on March 21, 1994, which approval was ratified by the
Company's shareholders at the annual meeting of shareholders held on April 29,
1994.
14
<PAGE>
The following resolution concerning appointment of independent auditors will
be offered at the 1995 Annual Meeting of Stockholders:
"RESOLVED, that the appointment by the Board of Directors of the
Company of Coopers & Lybrand to audit the accounts of the
Company and its subsidiaries for the year ended December 31,
1995, is hereby ratified."
The ratification of auditors is not required to be submitted to a vote of the
stockholders, but the Board of Directors has elected to seek ratification of
its selection by the stockholders. The enclosed proxy will be voted as
specified, but if no specification is made it will be voted in favor of
adopting the resolution of ratification. If the stockholders do not ratify this
appointment, other firms of certified public accountants will be considered by
the Board of Directors upon recommendation of the Audit Committee.
One or more representatives of Coopers & Lybrand (a) are expected to be
present at the meeting; (b) will have an opportunity to make a statement if
they desire to do so; and (c) are expected to be available to respond to
appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THIS
PROPOSAL.
STOCKHOLDER PROPOSALS AND DIRECTORS' NOMINATIONS FOR 1996 ANNUAL MEETING
Under current rules of the Securities and Exchange Commission, stockholders
wishing to submit proposals for inclusion in the Company's proxy statement and
form of proxy for the 1996 Annual Meeting of Stockholders must submit such
proposals so as to be received by the Company at 175 Admiral Cochrane Drive,
Annapolis, Maryland 21401-7394, on or before November 21, 1995. In addition,
the Bylaws of the Company require notice of any stockholder proposal, whether
or not inclusion is sought in the Company's proxy statement, to be made in
writing to the Secretary of the Company and must be received at the executive
offices of the Company not less than 90 days in advance of the date of the
Company's proxy statement in connection with the previous year's Annual Meeting
of Stockholders. The Bylaws of the Company also require that nominations of
candidates for election as directors by stockholders must be submitted in
writing to the Secretary of the Company and must be received at the executive
offices of the Company not less than 90 days in advance of the date of the
Company's proxy statement in connection with the previous year's Annual Meeting
of Stockholders.
OTHER MATTERS
The cost of soliciting proxies for the Annual Meeting of Stockholders will be
borne by the Company. In addition to solicitation by mail, certain officers and
employees of the Company, without extra remuneration, may solicit proxies
personally or by telephone, telegraph or cable. The Company also will request
brokerage houses, nominees, custodians and fiduciaries to forward soliciting
materials to the beneficial owners of the Company's securities and will
reimburse those persons for forwarding the material. The Company has retained
the firm of Chemical Bank to assist in soliciting proxies from the Company's
stockholders by written and oral communications. Such firm will be paid
customary compensation for these services, anticipated to be approximately
$6,000.
It is intended that as to any other matter or business which may be brought
before the meeting, a vote may be cast pursuant to the accompanying proxy in
accordance with the judgment of the person or persons voting the same. The
management does not know of any such other matter or business.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH BENEFICIAL OWNER OF ITS
SHARES, UPON SUCH STOCKHOLDER'S WRITTEN REQUEST, A COPY (WITHOUT EXHIBITS) OF
THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
15
<PAGE>
DECEMBER 31, 1994, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
REQUESTS FOR COPIES SHOULD BE ADDRESSED TO RICHARD H. LANGE, UNC INCORPORATED,
175 ADMIRAL COCHRANE DRIVE, ANNAPOLIS, MARYLAND 21401-7394. THE ANNUAL REPORT
ON FORM 10-K IS NOT PART OF THE PROXY SOLICITATION MATERIALS.
By Order of the Board of Directors
Richard H. Lange
Secretary
March 24, 1995
16
<PAGE>
PROXY
UNC INCORPORATED
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints DAN A. COLUSSY and RICHARD
H. LANGE, and either of them, his or her attorneys, agents and proxies with
full power of substitution, to vote all shares of the Common Stock of UNC
INCORPORATED (the "Company") which he or she is entitled to vote upon the
matters which properly may come before the 1995 Annual Meeting of Stockholders
of the Company to be held at 10:00 A.M., local time, on April 28, 1995, at the
Park Hyatt Hotel, 24th at M Street, N.W., Washington, D.C. 20037, and at any
adjournment thereof.
(continued and to be signed on reverse side)
<PAGE>
[X] Please mark
your votes
as this
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF DIRECTORS, FOR ITEM 2, AND IN ACCORDANCE WITH THE
PROXIES' DISCRETION ON ANY OTHER MATTERS PROPERLY BROUGHT BEFORE THE MEETING.
----------------------
COMMON
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS
AND FOR ITEM 2
Item 1--Election of Directors WITHHOLD
FOR all nominees named AUTHORITY to
(except as marked to vote for all
the contrary) nominees named
[ ] [ ]
Names of Nominees: BERL BERNHARD, BEVERLY B. BYRON, JOHN K. CASTLE, DAN A.
COLUSSY, GERALD M. CZARNECKI, WILLIAM C. HITTINGER, JAMES L. HOLLOWAY III,
GEORGE V. McGOWAN, JACK MOSELEY, LAWRENCE A. SKANTZE (Instruction. To withhold
your vote for any individual nominee, write that nominee's name on the following
line):
--------------------------------------------------------------------------------
PLEASE DATE, SIGN AND RETURN THIS PROXY CARD IN THE ENCLOSED ENVELOPE.
For Against Abstain
Item 2--Ratification of [ ] [ ] [ ]
the appointment of
independent auditors.
Signature(s) Date
--------------------------------------------------------- ---------------
Please sign your name exactly as it appears hereon. In the case of joint owners,
each should sign. If signing as executor, trustee, guardian or in any other
representative capacity or as an officer of a corporation, please indicate your
full title as such.
