<PAGE> 1
EDO CORPORATION
PROXY STATEMENT
Your proxy in the form enclosed is solicited by the Board of Directors of EDO
Corporation (the "Company"). Your proxy may be revoked by you at any time prior
to its use. The shares represented by the proxies received will be voted at the
1994 Annual Meeting of Shareholders to be held on April 26, 1994, or any
adjournment thereof, in accordance with such specifications as are made therein
or, if no such specifications are made, in accordance with the recommendations
of the Board of Directors.
March 8, 1994 is the record date for the determination of shareholders entitled
to vote at the Annual Meeting. On the record date, there were outstanding
5,473,955 Common Shares and 79,971 ESOP Convertible Preferred Shares Series A
(the "ESOP Preferred Shares"), constituting all of the outstanding voting
securities of the Company. Each Common Share is entitled to one vote, and each
ESOP Preferred Share is entitled to 12.3 votes, voting together as one class.
The mailing address of the principal executive offices of the Company is 14-04
111th Street, College Point, New York 11356-1434. This Proxy Statement and the
accompanying Notice of Annual Meeting of Shareholders and form of proxy are
being mailed on or about March 23, 1994 to shareholders of record on the record
date.
Proposal 1: ELECTION OF DIRECTORS
Two of the four directors whose terms of office expire at the 1994 Annual
Meeting have been nominated for reelection to the Company's Board of Directors
(the "Board") to hold office until 1996 and 1997. The names of the two
nominees, their ages, the years they have been directors of the Company, their
principal occupations over the past five years, their current positions with
the Company (where applicable) and other directorships held by them in public
companies are set forth below. The shares represented by all proxies received
will be voted for these nominees, except to the extent authority to do so is
withheld as provided in the form of proxy enclosed. If any such nominee should
be unable or unwilling to serve (an event not now anticipated), all proxies
received will be voted for the individual, if any, as shall be designated by
the Board to replace such nominee.
Directors are elected by a plurality of the votes cast. Abstentions and broker
non-votes have no effect on the outcome of the vote so long as a plurality of
the votes is obtained.
<TABLE>
Nominees for Election as Directors to Hold Office Until
the 1996 and 1997 (as indicated) Annual Meeting
<CAPTION>
Director Principal Occupation and Certain
Name Age Since Other Directorships
<S> <C> <C> <C>
Alfred 71 1990 Mr. Brittain is retired. Prior to his retirement
Brittain III in 1987, he was the Chairman of the Board of
(Until 1996) Bankers Trust New York Corporation.
Michael J. 54 1982 Mr. Hegarty is Vice President-Finance, Treasurer
Hegarty and Secretary of the Company.
(Until 1997)
</TABLE>
- 1 -
<PAGE> 2
The names of the remaining seven directors of the Company, whose terms of
office will continue after the 1994 Annual Meeting, and certain information
about them are set forth below.
<TABLE>
Directors Whose Terms of Office Will Expire at the 1995 Annual Meeting
<CAPTION>
Director Principal Occupation and Certain
Name Age Since Other Directorships
<S> <C> <C> <C>
Joseph F. 68 1992 Mr. Engelberger is Chairman of Transitions Research
Engelberger Corporation (a robotics manufacturing company). He
is a director of Information International Inc. and
Andersen Group, Inc.
John H. 73 1971 Mr. Meyn is retired. Prior to his retirement, he
Meyn was a senior management executive of the Company.
Richard 83 1968 Mr. Rachals is retired. Prior to his retirement in
Rachals 1991, he was a management consultant. He is a
former director and President of Kollmorgen
Corporation.
William R. 82 1955 Mr. Ryan retired from the Company in 1991. He
Ryan retired from his position as Chairman of the Board
of the Company in November 1993.
</TABLE>
<TABLE>
Directors Whose Terms of Office Will Expire at the 1996 Annual Meeting
<CAPTION>
Director Principal Occupation and Certain
Name Age Since Other Directorships
<S> <C> <C> <C>
Gerald 69 1971 Mr. Albert is Chairman of the Board and Chief
Albert Executive Officer of the Company. Until November
1993, he was President of the Company.
Frank A. 59 1982 Mr. Fariello is President and Chief Operating
Fariello Officer of the Company. Until November 1993, he
was Executive Vice President of the Company.
Robert M. 55 1992 Mr. Hanisee has been a Managing Director of Trust
Hanisee Company of the West (a money management company)
since 1990. Until 1990, he was President of Seidler
Amdec Securities, Inc. (an investment banking
company).
</TABLE>
THE BOARD OF DIRECTORS AND ITS COMMITTEES
During the fiscal year ended December 31, 1993, the Board met seven times. The
Board's Audit and Compensation Committee, consisting of Messrs. Rachals, Meyn
and Brittain, met three times during 1993. The Committee reviews and approves
audit plans of independent auditors. In reviewing the results of the auditors'
activities, the Committee also meets privately with the auditors. It reviews
the annual consolidated financial statements of the Company, considers other
matters in relation to the internal and external auditing of the Company's
accounts, reviews services other than audit services performed by outside
auditors, and recommends to the Board the selection of outside auditors. In
addition, it reviews and approves compensation of the Company's corporate
officers, and administers the Company's stock option and long-term incentive
plans. The Company has no standing nominating committee.
Directors who are employees of the Company receive no additional compensation
for their services as directors or chairmen. The compensation paid non-employee
directors or chairmen is as follows: to each director, $18,000 annually and
$900 for each meeting of the Board or its Committees attended; and to a
director serving as chairman of a Committee, $1,500 for each meeting of the
Committee attended. Directors who are not employees of the Company may receive
additional compensation for undertaking special assignments outside the normal
scope of their duties as directors.
- 2 -
<PAGE> 3
SECURITIES OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The table below shows the number of Common Shares beneficially owned, as of
March 8, 1994, by the Company's directors and by the Company's directors and
executive officers as a group. No director or executive officer of the Company
owns any of the Company's 7% Convertible Subordinated Debentures Due 2011.
<TABLE>
EDO Common Shares
<CAPTION>
Number of Shares Percent
Name (See Notes 1-4) of Class
- ----------------------------------------------------------------------------
<S> <C> <C>
Gerald Albert ................................... 68,332 ........... 1.2%
Alfred Brittain III ............................. 1,000 ........... *
Joseph F. Engelberger ........................... 2,000 ........... *
Frank A. Fariello ............................... 72,576 ........... 1.3%
Marvin D. Genzer ................................ 12,819 ........... *
Robert M. Hanisee ............................... 1,500 ........... *
Michael J. Hegarty .............................. 46,282 ........... *
Robert A. Lapetina** ............................ 33,853 ........... *
John H. Meyn .................................... 15,188 ........... *
Richard Rachals ................................. 1,555 ........... *
Ralph O. Romaine** .............................. 6,373 ........... *
William R. Ryan ................................. 152,530 ........... 2.8%
All Directors and Executive Officers as a Group . 414,008 ........... 7.6%
<FN>
* Less than 1%.
** Messrs. Lapetina and Romaine are not standing for reelection to the Board.
Notes:
1. Certain family members of Messrs. Albert, Fariello, Genzer and Meyn and of
all directors and executive officers as a group also own and vote 24,300,
1,175, 1,600, 14,729 and 41,804 Common Shares, respectively. Each of the above
individuals disclaims beneficial ownership of these Common Shares.
2. The amounts indicated include the following numbers of Common Shares and, as
of December 31, 1993, Restricted Shares, and Common Shares into which ESOP
Preferred Shares are convertible, actually owned or allocated to certain
individuals and the group under the Company's Employee Stock Ownership Plan,
Payroll Based Employee Stock Ownership Plan and Long-Term Incentive Plans: Mr.
Albert, 36,332 shares; Mr. Fariello, 53,729 shares; Mr. Genzer, 12,179; Mr.
Hegarty, 37,804 shares; and all directors and executive officers as a group,
140,044 shares.
3. The amounts indicated include the following numbers of Common Shares as to
which each individual and all directors and executive officers as a group share
voting and investment power: Mr. Fariello, 7,885 shares; Mr. Genzer, 1,110; Mr.
Meyn, 1,957 shares; Mr. Romaine, 3,952 shares; and all directors and executive
officers as a group, 14,904 shares. Mr. Genzer disclaims beneficial ownership
of 480 of these Common Shares. Except as described in Note 1. above, each of
the above individuals has sole voting and investment power with respect to all
other Common Shares beneficially owned by them.
4. The amounts indicated exclude the following numbers of Common Shares which
each individual and all directors and executive officers as a group have the
right to acquire within 60 days upon exercise of options granted pursuant to
the Company's Stock Option Plans: Mr. Albert, 84,000 shares; Mr. Brittain,
1,500 shares; Mr. Engelberger, 1,000 shares; Mr. Fariello, 54,100 shares; Mr.
Genzer, 16,400 shares; Mr. Hanisee, 1,000 shares; Mr. Hegarty, 30,400 shares;
Mr. Lapetina, 40,200 shares; Mr. Ryan, 63,500 shares; Messrs. Meyn, Rachals and
Romaine, 2,000 shares each; and all directors and executive officers as a
group, 298,100 shares.
</TABLE>
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<PAGE> 4
COMPENSATION OF EXECUTIVE OFFICERS
EXECUTIVE COMPENSATION
The following table summarizes the total compensation of the Chief Executive
Officer and the Company's other executive officers (the "named Executive
Officers") for the fiscal years ending December 31, 1993, 1992 and 1991.
<TABLE>
Summary Compensation Table
<CAPTION>
Long-Term Compensation
Annual -----------------------------
Compensation Awards Payouts
--------------- --------------------- -------
Securities All
Name Restricted Underlying Other
and Stock Options/ LTIP Compen-
Principal Salary Bonus Awards1 SARs Payouts sation2
Position Year ($) ($) ($) (#) ($) ($)
- ------------------------ ---------------- --------------------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Gerald Albert 1993 284,902 0 0 0 0 7,653
Chairman of the 1992 277,575 37,000 111,563 0 0 10,901
Board and Chief 1991 272,788 50,000 0 12,000 0 4,495
Executive Officer
Frank A. Fariello 1993 205,005 0 0 0 0 5,934
President and 1992 197,501 26,000 91,875 0 2,207 10,030
Chief Operating 1991 183,588 34,000 0 7,800 0 3,832
Officer
Michael J. Hegarty 1993 145,018 0 0 0 0 4,229
Vice President- 1992 140,247 16,500 45,938 0 0 9,647
Finance, 1991 137,467 23,000 0 3,200 0 5,613
Treasurer and
Secretary
Marvin D. Genzer 1993 112,008 0 0 0 0 3,189
Vice President, 1992 106,805 9,000 22,969 0 0 4,574
General Counsel 1991 102,520 12,000 0 1,200 0 2,195
and Assistant
Secretary
<FN>
Notes:
1. The number and value of the aggregate restricted stock holdings at the end
of 1993 for Messrs. Albert, Fariello, Hegarty and Genzer were, respectively:
17,000/$112,625; 42,500/$281,562.50; 26,250/$173,906.25; and 8,000/$53,000. The
awards made in 1992 will vest on January 2, 1995. Dividends are paid on the
restricted stock.
2. Amounts reflect the value of the Company's 1993 contribution to the named
Executive Officers' Employee Stock Ownership Plan accounts. In addition, the
amount for Mr. Albert for 1993 includes $1,718 representing a one-time award
for 45 years of service.
</TABLE>
The following table provides the aggregate number and total value of exercised
and unexercised options of the named Executive Officers for fiscal year 1993
under the Company's Stock Option Plans.
<TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Shares Options/SARs Options/SARs
Acquired at FY End at FY End
on Value (#) (#)
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Gerald Albert 0 0 70,000/20,000 -
Frank A. Fariello 0 0 45,300/12,700 -
Michael J. Hegarty 0 0 25,200/6,800 -
Marvin D. Genzer 0 0 13,950/3,050 -
</TABLE>
- 4 -
<PAGE> 5
Pension and Retirement Plans
<TABLE>
Pension Plan Table
<CAPTION>
Final Average Base Years of Credited Service at Retirement
Annual Compensation 15 25 35 45
- -------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$100,000 $25,500 $ 42,500 $ 59,500 $ 74,500
150,000 38,250 63,750 89,250 111,750
200,000 51,000 85,000 119,000 149,000
250,000 63,750 106,250 148,750 186,250
300,000 76,500 127,500 178,500 223,500
350,000 89,250 148,750 208,250 260,750
</TABLE>
The Pension Plan table above shows the estimated annual benefits, based on
straight life annuity, payable upon retirement under the Company's
non-contributory Employees Pension Plan (the "Pension Plan") and the Company's
non-qualified Supplemental Retirement Benefit Plan (the "SRBP") to individuals
in specified compensation and years of service classifications. The figures set
forth above are before deduction of Social Security benefits.
Benefits payable under the Pension Plan are based on (i) the average of an
employee's five highest consecutive years' compensation (annual salary as of
January 1 of each year compared to the total annual salary shown in the Summary
Compensation Table, excluding bonus) out of the employee's final ten years of
employment with the Company prior to retirement (the "Covered Compensation"),
and (ii) the number of years of credited service. As of January 1, 1994,
Messrs. Albert, Fariello, Hegarty and Genzer had completed respectively, 44,
29, 26 and 25 years of credited service under the Pension Plan.
Under the Company's SRBP, employees will receive from the Company any amount by
which their benefits earned under the Pension Plan exceed the limitations
imposed by the Internal Revenue Code. For any participant whose employment
actually or constructively terminates within three years following a Change of
Control (as defined in the SRBP): vesting would accelerate; and all accrued
benefits either would become automatically payable in a lump sum based on
present value or, at the discretion of the Audit and Compensation Committee,
would be funded under a third party arrangement intended to insure payment of
such benefits in the future.
Audit and Compensation Committee Report on Executive Compensation
The Audit and Compensation Committee of the Board of Directors (the
"Committee") is composed entirely of outside directors, one of whom, Mr. John
H. Meyn, was a Vice President of the Company until his retirement in 1985. One
of the Committee's functions is the determination of compensation for the
Company's executive officers.
The Committee's overall objectives in establishing the compensation of the
Company's executive officers are to attract and retain talented, experienced,
qualified individuals. In addition to rewarding competency, the Committee also
considers long-term loyalty as reflected by tenure to be a rewardable factor,
since it demonstrates executives' commitments to the long-term goals of the
Company and the Company's shareholders. To further assure that executives'
interests are aligned with the Company's and shareholders' long-term goals, the
Committee includes amongst its objectives increasing executives' stock
ownership in the Company.
The Committee achieves these objectives by providing executives with base
salary levels comparable to average industry practices. Bonus awards, which are
based upon earnings and shareholder returns, and stock awards are further
elements of the executives' compensation packages.
The Committee implements the above objectives through three key elements of
executive compensation.
(1) Base salaries are targeted at the average for companies which compare in
location and size to the Company. Decisions on base salary are also
subjectively based on the Company's performance when compared to others in the
defense industry in the face of defense cutbacks, the Company's pursuit of new
product initiatives, recognition of the Company's performance in industry
reports, increases in the cost of living, consistency with the salary increases
of other Company employees and maintenance of com-
- 5 -
<PAGE> 6
petitive salaries. Comparisons for executive officers other than the CEO are
also made as a percentage of the CEO's salary.
(2) Annual discretionary incentive bonus awards for executive officers are
subjectively a function of the Company's operational results for the year,
fairness to executive officers and reasonable consistency with similar awards
in prior years. The Company's results which are considered include earnings,
both in absolute terms and as a percentage of sales, average capital employed,
return on capital employed, comparison with the current defense industry, and
stability of operating earnings viewed against levels of sales and research and
development. Finally, bonus awards are also determined by comparison with base
salaries.
(3) Long-term incentive awards are subjectively based on shareholder approved
plans and currently consist of: (a) stock options granted at market price which
become exercisable incrementally over 4 years and remain exercisable for 6
additional years; (b) three-year performance units for which the value is based
upon the attainment of goals that are set for each Division and for the Company
as a whole, and may be based on market price for Common Shares at the end of
the performance period, or such other value as determined by the Committee; and
(c) awarded restricted stock which pays dividends from the date of award but
does not become vested unless the executive remains with the Company for three
years after award.
In the last few years executive officers' base salaries have been reviewed
every 15 months. In consideration of the Company's performance in 1993, at the
15-month scheduled review in January of 1994, no increases in base salaries and
no bonus awards for 1993 were provided for the CEO and the other executive
officers. The CEO's combined salary and bonus for 1993 was $29,673 less than
for 1992. Long-term incentive awards have only generally been considered every
three years and, since they were awarded in 1992, they are not scheduled for
reconsideration until 1995. The Company did not award any stock options to any
executive officer under the Company's Stock Option Plans in 1993.
Executive officers' compensation also includes certain perquisites comparable
to other businesses in the Company's industry and participation in Company-wide
plans generally available to all employees as well as certain supplemental
pension and other plans available only to key executives of the Company, which
include the CEO and other executive officers.
With respect to the one million dollar cap on deductibility under Section 162
of the Internal Revenue Code, the Company does not presently believe that the
compensation of its executive officers will approach such level. As a result,
the Company has not established a policy with respect to Section 162.
Members of the Committee:
Richard Rachals (Chairman)
Alfred Brittain III
John H. Meyn
- 6 -
<PAGE> 7
The following graph shows a five-year comparison of cumulative total returns on
the Company's Common Shares, based on the market price of the Common Shares,
with the cumulative total return of companies in the Standard and Poor's 500
Stock Index and the Value Line Aerospace/Defense Company Group.
- -------------------------------------------------------------------------------
Note
The printed copy of the Proxy Statement contains a Performance Graph comparing
EDO Corporation, S&P 500 Index and Value Line Aerospace/Defense Group. The
Performance Graph shows the Cumulative Return in dollars (vertical axis) for a
period of five years (horizontal axis) based on an initial investment of
$100.00 on January 1, 1989. The table below contains the data used to plot the
Performance Graph. The title and footnotes are identical to those contained in
the printed Proxy Statement.
<TABLE>
Comparison of Five-Year Cumulative Return* Among
EDO Corporation, S&P 500 Index and Value Line Aerospace/Defense Group**
<CAPTION>
Dollars
----------------------------------------------
1988 1989 1990 1991 1992 1993
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
EDO CORPORATION 100.00 64.61 41.64 67.00 65.21 72.45
S&P 500 100.00 131.49 127.32 166.21 179.30 197.23
VALUE LINE AEROSPACE/DEFENSE 100.00 111.70 109.03 126.53 146.41 190.59
<FN>
ASSUMES $100 INVESTED ON JANUARY 1, 1989 IN EDO CORPORATION COMMON STOCK, S&P
500 INDEX, AND VALUE LINE AEROSPACE/DEFENSE GROUP.
* CUMULATIVE RETURN ASSUMES REINVESTMENT OF DIVIDENDS.
** FISCAL YEAR ENDING DECEMBER 31.
- -------------------------------------------------------------------------------
</TABLE>
Executive Life Insurance Plan
The Company maintains an Executive Life Insurance Plan (the "ELIP") for key
employees. In accordance with individual participant elections, pre-retirement
death, disability and retirement benefits are available either (i) as a
permanent life insurance policy equivalent to two times base annual salary, or
(ii) for up to 15 years, an annuity option equivalent in value to a percentage
no greater than 40% of the participant's base annual salary (as base annual
salary is defined in the ELIP). Generally, the ELIP may be terminated at any
time unilaterally by the Company. Special provisions, however, would apply
following a Change of Control (as defined in the ELIP): vesting would
accelerate, and payments would be automatically payable or would be funded
under a third party arrangement intended to insure payment.
Executive Termination Agreements
The Company has entered into Executive Termination Agreements with all
executive officers of the Company which provide for severance benefits in the
event employment terminates within three years following a Change in Control
(as defined in the Agreements) unless termination is on account of death,
normal retirement or termination for cause. These Agreements provide basic
severance benefits which include an amount equal to three times the sum of: (i)
the executive officer's annual base salary; plus (ii) either (a) 20% of the
executive officer's base salary, or (b) the highest percentage of base salary
paid as a bonus to the executive officer over the prior three years, whichever
is greater. The Agreements also provide for the payment of legal fees incurred
by the executive officers to enforce their rights under the Agreements and for
additional compensation to take into account the effect of any excise tax on
executive officers' net benefits under the Agreements and the Company's other
benefit plans.
INSURANCE FOR INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company renewed its directors' and officers' liability insurance policy
effective August 12, 1993. This policy insures the directors and corporate and
divisional officers of the Company and its subsidiaries against certain
liabilities they may incur in the performance of their duties, and the Company
against any obligation to indemnify such individuals against such liabilities.
The policy was issued by Chubb Group of Insurance Companies for a one-year
premium of $120,000.
- 7 -
<PAGE> 8
Proposal 2: SELECTION OF AUDITORS
KPMG Peat Marwick are currently the certified public accountants serving as the
Company's independent auditors. During 1993, KPMG Peat Marwick audited the
accounts of the Company and its subsidiaries and also provided other
professional services to the Company in connection with Securities and Exchange
Commission filings.
Upon recommendation of the Audit and Compensation Committee, the Board has
appointed KPMG Peat Marwick as the independent auditors for 1994. The
shareholders will be asked to ratify this action by the Board.
It is anticipated that one or more representatives of KPMG Peat Marwick will be
present at the Annual Meeting to answer shareholder questions and to make a
statement, if they desire to do so.
PRINCIPAL SHAREHOLDERS
The table below contains certain information with respect to the only
beneficial owners known to the Company, based upon publicly available
documents, as of March 8, 1994, of more than 5% of the Common Shares.
<TABLE>
<CAPTION>
Name and Address Amount of EDO Percent of
of Beneficial Owner Common Shares Class
- ----------------------------------------------------------------
<S> <C> <C>
EDO Corporation 473,116 and 79,971 20.3%
Employee Stock Ownership Plan ESOP Preferred
14-04 111th Street, Shares convertible
College Point, NY 11356 into 799,710 (A)
Dimensional Fund Advisors Inc. 335,600 (B) 6.1%
1299 Ocean Avenue, Suite 650,
Santa Monica, CA 90401
<FN>
Notes:
A. Represents Common Shares and ESOP Preferred Shares held by the trust
established to fund the EDO Corporation Employee Stock Ownership Plan (the
"ESOP trust"), all of which Common Shares and ESOP Preferred Shares are held
for the benefit of the participants under such Plan. Under the terms of the
Plan, Common Shares and ESOP Preferred Shares which have been allocated to the
account of a participant are required to be voted in accordance with the
direction of such participant. Common Shares and ESOP Preferred Shares which
are not so allocated are deemed to be allocated solely for the purpose of
determining how such Common Shares and ESOP Preferred Shares are to be voted.
In addition, Common Shares and ESOP Preferred Shares so allocated or deemed to
be allocated, as to which no directions are given, are voted in the same
proportion as those Common Shares and ESOP Preferred Shares as to which voting
instructions have been received. Each ESOP Preferred Share is entitled to 12.3
votes on all matters presented to holders of Common Shares, voting together as
one class. The Company believes that the Plan is not the beneficial owner of
such Common Shares and ESOP Preferred Shares, as the trustee under the ESOP
trust has no voting or investment power with respect to such Common Shares and
ESOP Preferred Shares.
B. Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 335,600 Common Shares as of
December 31, 1993, all of which shares are held in portfolios of DFA Investment
Dimensions Group Inc., a registered, open-end investment company, or in series
of the DFA Investment Trust Company, a Delware business trust, or the DFA Group
Trust and the DFA Participation Group Trust, investment vehicles for qualified
employee benefit plans, for all of which Dimensional Fund Advisors Inc. serves
as investment manager. Dimensional disclaims beneficial ownership of all such
shares.
</TABLE>
- 8 -
<PAGE> 9
OTHER MATTERS
The Board knows of no other business to be brought before the Annual Meeting
other than as set forth above. If any other business should properly come
before the Annual Meeting, it is the intention of the persons named in the
enclosed form of proxy to vote such proxies in accordance with their best
judgment on such matters.
SHAREHOLDER PROPOSALS
Shareholder proposals for the 1995 Annual Meeting of Shareholders must be
received at the principal executive offices of the Company, 14-04 111th Street,
College Point, New York 11356-1434, no later than November 23, 1994 in order to
be considered for inclusion in the Company's Proxy Statement for such Meeting.
MISCELLANEOUS
The cost of preparing and mailing this Proxy Statement and the accompanying
Notice of Annual Meeting of Shareholders, and the enclosed form of proxy will
be borne by the Company. In addition to solicitation by mail, proxies may be
solicited in person or by telephone, telegraph or facsimile by directors,
officers and employees of the Company, without extra compensation and at the
Company's expense. The Company has also retained D. F. King & Co., Inc. to
assist in such solicitations, at an estimated cost of $6,500 plus out-of-pocket
expenses. The Company will also request bankers and brokers to solicit proxies
from their customers, where appropriate, and will reimburse them for reasonable
expenses.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1993, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES, AS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION, WILL BE FURNISHED ON WRITTEN REQUEST,
WITHOUT CHARGE, TO ANY RECORD OR BENEFICIAL HOLDER OF COMMON SHARES OR ESOP
PREFERRED SHARES ENTITLED TO VOTE AT THE ANNUAL MEETING. SUCH REQUESTS SHOULD
BE ADDRESSED TO EDO CORPORATION, 14-04 111TH STREET, COLLEGE POINT, NEW YORK
11356-1434, ATTENTION: MICHAEL J. HEGARTY, SECRETARY.
By order of the Board of Directors,
Michael J. Hegarty
Secretary
- 9 -
<PAGE> 10
Appendix
The printed copy of the Proxy Statement contains a Performance Graph comparing
EDO Corporation, S&P 500 and Value Line Aerospace/Defense Group. This
Performance Graph is described and interpreted in tabular form on page 7 of
this electronic filing.
<PAGE> 11
THE BANK OF NEW YORK
AS TRUSTEE UNDER THE EDO CORPORATION
PAYROLL BASED EMPLOYEE STOCK OWNERSHIP PLAN
VOTING INSTRUCTIONS
The undersigned hereby instructs The Bank of New York, as Trustee, to vote or
cause to be voted all Common Shares of EDO Corporation, which were credited, or
which would have been allocable (based on 1993 compensation), as of March 8,
1994, to the account of the undersigned under the EDO Corporation Payroll Based
Employee Stock Ownership Plan, at the Annual Meeting of Shareholders on April
26, 1994 and at any adjournment thereof, upon the following matters, as
described in the EDO Corporation Proxy Statement, receipt of which is hereby
acknowledged, and in the discretion of the Trustee or any duly appointed proxy
agent of the Trustee, upon such other business as may properly come before the
meeting or any adjournment thereof.
(Continued, and to be dated and signed on the other side)
<PAGE> 12
I plan to attend
the meeting.
[ ]
No. 1
Election of Directors
Withhold Withhold
FOR all for all as
nominees nominees indicated
[ ] [ ] [ ]
No. 2
Ratification of appointment
of auditors
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
FOR the election of Alfred Brittain III and Michael J. Hegarty
as directors except as indicated below
_______________________________________________________________________________
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE
WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED ABOVE.)
These instructions relate only to shares under the EDO Corporation Payroll
Based Employee Stock Ownership Plan. EDO Corporation shares owned otherwise
than under the aforesaid Plan may be voted in person at the Annual Meeting or
by signing, dating and returning the separate proxy card supplied by EDO
Corporation.
Please sign exactly as your name appears hereon and return this Card to The
Bank of New York in the envelope provided. The shares represented hereby will
be voted as specified. If you return this Card with no instructions indicated,
you will be deemed to have instructed the Trustee to vote or cause to be voted
such shares, and such shares will be voted FOR the election of all nominees as
directors and FOR Proposal 2 above. To facilitate voting such shares, please
mail this Card in time to be received by The Bank of New York not later than
April 15, 1994.
Dated:___________________________________________________________________, 1994
_______________________________________________________________________________
Signature
<PAGE> 13
THE BANK OF NEW YORK
AS TRUSTEE UNDER THE EDO CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
VOTING INSTRUCTIONS
The undersigned hereby instructs The Bank of New York, as Trustee, to vote or
cause to be voted all Common Shares and/or ESOP Convertible Preferred Shares
Series A of EDO Corporation, which were credited, or which would have been
allocable (based on 1993 compensation), as of March 8, 1994, to the account of
the undersigned under the EDO Corporation Employee Stock Ownership Plan, at the
Annual Meeting of Shareholders on April 26, 1994 and at any adjournment
thereof, upon the following matters, as described in the EDO Corporation Proxy
Statement, receipt of which is hereby acknowledged, and in the discretion of
the Trustee or any duly appointed proxy agent of the Trustee, upon such other
business as may properly come before the meeting or any adjournment thereof.
(Continued, and to be dated and signed on the other side)
<PAGE> 14
I plan to attend
the meeting.
[ ]
No. 1
Election of Directors
Withhold Withhold
FOR all for all as
nominees nominees indicated
[ ] [ ] [ ]
No. 2
Ratification of appointment
of auditors
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
FOR the election of Alfred Brittain III and Michael J. Hegarty
as directors except as indicated below
_______________________________________________________________________________
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE
WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED ABOVE.)
These instructions relate only to shares under the EDO Corporation Employee
Stock Ownership Plan. EDO Corporation shares owned otherwise than under the
aforesaid Plan may be voted in person at the Annual Meeting or by signing,
dating and returning the separate proxy card supplied by EDO Corporation.
Please sign exactly as your name appears hereon and return this Card to The
Bank of New York in the envelope provided. The shares represented hereby will
be voted as specified. If you return this Card with no instructions indicated,
you will be deemed to have instructed the Trustee to vote or cause to be voted
such shares, and such shares will be voted FOR the election of all nominees as
directors and FOR Proposal 2 above. To facilitate voting such shares, please
mail this Card in time to be received by The Bank of New York not later than
April 15, 1994.
Dated:___________________________________________________________________, 1994
_______________________________________________________________________________
Signature
<PAGE> 15
EDO CORPORATION
ANNUAL MEETING OF SHAREHOLDERS-TUESDAY, APRIL 26, 1994
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF EDO CORPORATION.
The undersigned hereby appoints GERALD ALBERT and MARVIN D. GENZER, and each of
them, the proxies and agents of the undersigned, each with power of
substitution, to vote all Common Shares of EDO Corporation (the "Company"),
which the undersigned is entitled to vote at the Annual Meeting of Shareholders
of the Company to be held in the 3rd floor auditorium of Chemical Banking
Corporation, 270 Park Avenue, New York, New York on Tuesday, April 26, 1994 at
11:00 A.M., New York time, and at any adjournment thereof, with all the powers
which the undersigned would possess if personally present, hereby revoking any
prior proxy to vote at such meeting and hereby ratifying and confirming all
that said proxies and agents or their substitutes or any of them may lawfully
do by virtue hereof, upon the following matters, as described in the EDO
Corporation Proxy Statement, receipt of which is hereby acknowledged, and in
their discretion, upon such other business as may properly come before the
meeting or any adjournment thereof.
(Continued, and to be dated and signed on the other side)
<PAGE> 16
I plan to attend
the meeting.
[ ]
No. 1
Election of Directors
Withhold Withhold
FOR all for all as
nominees nominees indicated
[ ] [ ] [ ]
No. 2
Ratification of appointment
of auditors
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
FOR the election of Alfred Brittain III and Michael J. Hegarty
as directors except as indicated below
_______________________________________________________________________________
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE
WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED ABOVE.)
To the extent not otherwise specified, the Common Shares to which this proxy
relates will be voted FOR the election of all nominees as directors and FOR
Proposal 2.
Dated:___________________________________________________________________, 1994
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
Signature(s) of Shareholder(s)
IMPORTANT: Please sign exactly as your name or names appear hereon. When
signing as attorney, executor, administrator, trustee or guardian, please give
your full title as such. Each joint owner should sign.
SIGN, DATE AND MAIL YOUR PROXY TODAY.
<PAGE> 17
EDO CORPORATION
ANNUAL MEETING OF SHAREHOLDERS-TUESDAY, APRIL 26, 1994
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF EDO CORPORATION.
The undersigned hereby appoints GERALD ALBERT and MARVIN D. GENZER, and each of
them, the proxies and agents of the undersigned, each with power of
substitution, to vote all Common Shares of EDO Corporation (the "Company"),
which the undersigned is entitled to vote at the Annual Meeting of Shareholders
of the Company to be held in the 3rd floor auditorium of Chemical Banking
Corporation, 270 Park Avenue, New York, New York on Tuesday, April 26, 1994 at
11:00 A.M., New York time, and at any adjournment thereof, with all the powers
which the undersigned would possess if personally present, hereby revoking any
prior proxy to vote at such meeting and hereby ratifying and confirming all
that said proxies and agents or their substitutes or any of them may lawfully
do by virtue hereof, upon the following matters, as described in the EDO
Corporation Proxy Statement, receipt of which is hereby acknowledged, and in
their discretion, upon such other business as may properly come before the
meeting or any adjournment thereof.
(Continued, and to be dated and signed on the other side)
<PAGE> 18
I plan to attend
the meeting.
[ ]
No. 1
Election of Directors
Withhold Withhold
FOR all for all as
nominees nominees indicated
[ ] [ ] [ ]
No. 2
Ratification of appointment
of auditors
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
FOR the election of Alfred Brittain III and Michael J. Hegarty
as directors except as indicated below
_______________________________________________________________________________
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE
WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED ABOVE.)
To the extent not otherwise specified, the Common Shares to which this proxy
relates will be voted FOR the election of all nominees as directors and FOR
Proposal 2.
Dated:___________________________________________________________________, 1994
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
Signature(s) of Shareholder(s)
IMPORTANT: Please sign exactly as your name or names appear hereon. When
signing as attorney, executor, administrator, trustee or guardian, please give
your full title as such. Each joint owner should sign.
SIGN, DATE AND MAIL YOUR PROXY TODAY.
