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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
1995 Annual Meeting of Shareholders to be held on April 25, 1995, 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.
Directors are elected by a plurality of the votes cast at the Annual Meeting.
The affirmative vote of a majority of the votes cast is generally required for
approval of each other matter to be submitted to a vote of the shareholders.
Shares represented by proxies that withhold authority to vote for a nominee for
election as a director, or that reflect abstentions or "broker non-votes" will
be counted only as shares that are present and entitled to vote on the matter
for the purposes of determining the presence of a quorum. "Broker non-votes"
are shares represented at the meeting held by brokers or nominees as to which
(i) instructions have not been received from the beneficial owners or persons
entitled to vote, and (ii) the broker or nominee does not have the
discretionary voting power on a particular matter. Neither proxies that
withhold authority (without naming an alternative nominee), abstentions nor
broker non-votes will be counted as votes cast at the Annual Meeting.
Therefore, such proxies will not have any effect on the outcome of voting on
any of the matters to be considered at the meeting.
March 7, 1995 is the record date for the determination of shareholders entitled
to vote at the Annual Meeting. On the record date, there were outstanding
5,643,937 Common Shares and 75,292 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 24, 1995 to shareholders of record on the record
date.
Proposal 1: ELECTION OF DIRECTORS
One of the four directors whose regular term of office expires at the 1995
Annual Meeting and four newly appointed directors have been nominated for
reelection to the Company's Board of Directors (the "Board") to hold office
until 1997 and 1998 as indicated. The names of the five 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.
Nominees for Election as Directors to Hold Office
Until the 1997 and 1998 (as indicated) Annual Meeting
Director Principal Occupation and Certain
Name Age Since Other Directorships
Robert E. 50 1995 Mr. Allen is Managing Director of Redding
Allen Consultants (a management consulting firm), and
(Until 1997) was previously with McKinsey and Company and
Emery Worldwide. He is a director of BIC
Corporation.
Robert 56 1995 Mr. Alvine is Chairman, President and CEO of I-Ten
Alvine Management Corp. (an investment, acquisitions and
(Until 1997) management company) and was, prior to 1995, also a
principal of Charterhouse Group International, Inc.
(an investment and management holding company),
Chairman and CEO of Charter Power Systems Inc. (a
worldwide power systems company), Vice Chairman
and CEO of A.P. Parts Manufacturing Co.
(manufacturer of auto and truck exhaust systems),
CEO and President of the Uniroyal Engineered
Products and Services Group of companies and
Senior VP of Uniroyal, Inc. He is a director of
Jackson Laboratories.
Mellon C. 64 1995 Mr. Baird is Chairman, President and CEO of Delfin
Baird Systems (an information systems, products and
(Until 1998) services company) and was, prior to 1990,
President, CEO and COO of Tracor, Inc. and
President of the Defense and Electronics Group of
Eaton Corporation. He is a director of Software
Spectrum Inc.
George M. 60 1995 Mr. Ball is Chairman of Philpott, Ball & Company
Ball (an investment banking firm) and was, prior to
(Until 1998) 1991, with Reynolds & Company, Kidder Peabody &
Company, Donaldson, Lufkin & Jenrette and
Interstate/Johnson Lane. He also served as
President and CEO of 3 Guys & Company. He is a
director of Juno Lighting Inc. and BB Walker
Company.
Joseph F. 69 1992 Mr. Engelberger is Chairman of Transitions
Engelberger Research Corporation (a robotics manufacturing
(Until 1998) company). He is a director of Information
International Inc. and Andersen Group, Inc.
The names of the remaining four directors of the Company, whose terms of office
will continue after the 1995 Annual Meeting, and certain information about them
are set forth below.
Directors Whose Terms of Office Will Expire at the 1996 Annual Meeting
Director Principal Occupation and Certain
Name Age Since Other Directorships
Alfred 72 1990 Mr. Brittain is retired. Prior to his retirement
Brittain in 1987, he was the Chairman of the Board of
III Bankers Trust New York Corporation.
Frank A. 60 1982 Mr. Fariello is President (since 1993) and Chief
Fariello Executive Officer (since 1994) of the Company.
Until November 1993, he was Executive Vice
President of the Company.
Robert M. 56 1992 Mr. Hanisee is the Chairman of the Board of the
Hanisee Director of Trust Company of the West (an
investment management company) and was, prior to
1990, President of Seidler Amdec Securities, Inc.
(an investment banking company). He is a director
of Delfin Systems, Illgen Sim Tech and SMS Inc.
Directors Whose Terms of Office Will Expire at the 1997 Annual Meeting
Director Principal Occupation and Certain
Name Age Since Other Directorships
Michael J. 55 1982 Mr. Hegarty is Vice President-Finance, Treasurer
Hegarty and Secretary of the Company.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
During the fiscal year ended December 31, 1994, the Board met eight times. The
Board's Audit and Compensation Committee, consisting of Messrs. Brittain,
Engelberger, Hanisee, Meyn and Rachals met three times during 1994. 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 Board appointed an ad hoc
nominating committee in 1994 consisting of Messrs. Albert, Brittain, Hanisee
and Meyn that was responsible for selecting candidates for director positions
in 1995.
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 the Chairman of the Board, $36,000
annually and $1,500 for each meeting of the Board or its Committees attended;
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.
Philpott, Ball & Company, of which Mr. Ball is Chairman, performed investment
banking services for the Company during 1994 and received $144,000 in
compensation for such services. A retiring director who has twelve years of
service on the Board and has not been an officer or an employee of the Company
for at least twelve years prior to retirement receives an annual benefit until
death of 75% of the annual retainer paid to the director prior to retirement.
SECURITIES OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The table below shows the number of Common Shares beneficially owned, as of
March 7, 1995, by the Company's directors, by the Company's executive officers
named in the Summary Compensation Table 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.
EDO Common Shares
EDO Common Shares
[CAPTION]
Number of Shares Percent
Name (See Notes 1-4) of Class
-------------------------------------------------------------------------------
Gerald Albert*** ................................... 154,377 ........... 2.7%
Robert E. Allen .................................... 0 ........... *
Robert Alvine ...................................... 1,000 ........... *
Mellon C. Baird .................................... 0 ........... *
George M. Ball ..................................... 0 ........... *
Alfred Brittain III ................................ 3,000 ........... *
Joseph F. Engelberger .............................. 3,500 ........... *
Frank A. Fariello .................................. 129,280 ........... 2.3%
Marvin D. Genzer ................................... 30,434 ........... *
Robert M. Hanisee .................................. 3,000 ........... *
Michael J. Hegarty ................................. 78,146 ........... 1.4%
John H. Meyn** ..................................... 17,188 ........... *
Richard Rachals** .................................. 3,555 ........... *
William R. Ryan** .................................. 154,530 ........... 2.7%
All Directors and Executive Officers as a Group .... 608,572 ...........10.4%
* Less than 1%.
** Messrs. Meyn, Rachals and Ryan are not standing for reelection to the
Board.
*** Mr. Albert resigned from the Board in December 1994.
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
19,300,#1,175, 640 and#14,729 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,
Restricted Shares under the Company's Long-Term Incentive Plan, and, as of
December 31, 1994, 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: Mr. Albert, 20,377 shares;
Mr. Fariello, 46,133 shares; Mr. Genzer, 12,464; Mr. Hegarty, 32,468 shares;
and all directors and executive officers as a group, 120,097 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, 630; Mr.
Meyn, 1,957 shares; and all directors and executive officers as a group, 10,472
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 include 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, 90,000 shares; Mr. Engelberger,
1,500 shares; Mr. Fariello, 56,050 shares; Mr. Genzer, 16,700 shares; Mr.
Hanisee, 1,500 shares; Mr. Hegarty, 31,200 shares; Messrs. Brittain, Meyn,
Rachals and Ryan, 2,000 shares each; and all directors and executive officers
as a group, 223,400 shares.
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 whose total compensation
exceeds $100,000 (the "named Executive Officers") for the fiscal years ending
December 31, 1994, 1993 and 1992.
Summary Compensation Table
Long-Term Compensation
Annual -----------------------------
Compensation Awards Payouts
--------------- --------------------- -------
Securities All
Name Restricted Underlying Other
and Stock Options/ LTIP Compen-
Principal Salary Bonus Awards1 SARs Payouts sation2
Position Year ($) ($) ($) (#) ($) ($)
------------------------ ---------------- --------------------- ------- -------
Gerald Albert3 1994 186,347 0 0 0 0 5,085
Retired Chairman 1993 284,902 0 0 0 0 7,653
of the Board and 1992 277,575 37,000 111,563 0 0 10,901
Chief Executive
Officer
Frank A. Fariello 1994 224,630 0 0 50,000 0 1,095
President and 1993 205,005 0 0 0 0 5,934
Chief Executive 1992 197,501 26,000 91,875 0 2,207 10,030
Officer
Michael J. Hegarty 1994 145,018 0 0 8,000 0 1,095
Vice President- 1993 145,018 0 0 0 0 4,229
Finance, 1992 140,247 16,500 45,938 0 0 9,647
Treasurer and
Secretary
Marvin D. Genzer 1994 112,008 0 0 8,000 0 6,638
Vice President, 1993 112,008 0 0 0 0 3,189
General Counsel 1992 106,805 9,000 22,969 0 0 4,574
and Assistant
Secretary
Notes:
1. The number and value of the aggregate restricted stock holdings at the end
of 1994 for Messrs. Fariello, Hegarty and Genzer were, respectively:
42,500/$143,438; 26,250/$88,594; and 8,000/ $27,000. Certain of the awards made
in 1992 vested on January 2, 1995 and the remainder will vest on January 2,
1996. Dividends are paid on the restricted stock.
2. Amounts reflect the value of the Company's 1994 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, and the amounts for Messrs. Albert and Genzer for 1994
include $3,990 and $5,736, respectively, representing a one-time gain for their
purchase of their company cars at book value which was less than fair market
value.
3. Mr. Albert retired as Chief Executive Officer in August 1994, and resigned
as Chairman of the Board in December 1994.
The following table provides the aggregate number and total value of exercised
and unexercised options of the named Executive Officers for fiscal year 1994
under the Company's Stock Option Plans.
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
Value of
Number of Unexercised
Unexercised In-the-Money
Shares Options/SARs Options/SARs
Acquired at FY End at FY End
on Value (#) (#)
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
------------------------------------------------------------------------------
Gerald Albert 0 0 90,000/0 -
Frank A. Fariello 0 0 56,050/51,950 -
Michael J. Hegarty 0 0 31,200/8,800 -
Marvin D. Genzer 0 0 16,700/8,300 -
Option/SAR Grants in Last Fiscal Year
-------------------------------------------------------------------------------
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price
Appreciation
Individual Grants for Option Term
-------------------------------------------------------------------------------
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise
Options/ Employees or Base
SARs Granted in Fiscal Price Expiration 5% 10%
Name (#) Year ($/Sh) Date ($) ($)
-------------------------------------------------------------------------------
Gerald
Albert 0
Frank A.
Fariello 50,000 3.44 8/31/04 111,000 293,600
Michael J.
Hegarty 8,000 3.44 8/31/04 17,808 46,976
Marvin D.
Genzer 8,000 3.38 1/24/05 17,496 46,160
-------------------------------------------------------------------------------
Pension and Retirement Plans
Pension Plan Table
------------------------------------------------------------
Final Average Base Years of Credited Service at Retirement
Annual Compensation 25 35 45
------------------------------------------------------------
$100,000 $ 42,500 $ 59,500 $ 74,500
150,000 63,750 89,250 111,750
200,000 85,000 119,000 149,000
250,000 106,250 148,750 186,250
300,000 127,500 178,500 223,500
------------------------------------------------------------
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, not 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, 1995,
Messrs. Albert, Fariello, Hegarty and Genzer had completed respectively, 45,
30, 27 and 26 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.
During 1994, the Pension Plan was amended (i) to eliminate the unsubsidized
accelerated retirement factor for employees whose employment is terminated due
to layoff, (ii) to permit payment of all administrative fees from the Pension
Plan trust, and (iii) to incorporate accumulated changes required by the
Employee Retirement Income Security Act and the Tax Reform Act of 1986 and
subsequent legislation.
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 corporate 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. To 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 competitive 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 and
1994, 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. Also, at the January 1995 year-end bonus review, no bonus
awards for 1994 were provided for the CEO and the other executive officers. Mr.
Albert's combined salary and bonus for 1994 was $98,565 less than for 1993. Mr.
Fariello's combined salary and bonus for 1994 was $19,625 more than for 1993,
reflecting an increase in base salary commensurate with his promotion to
President in 1993.
Long-term incentive awards have only generally been considered every three
years and, since they were awarded in 1992, they were scheduled for
reconsideration in 1995 when it was decided, based on the performance of the
Company, not to make any awards. The Company did not award any stock options to
any executive officer under the Company's Stock Option Plans in 1993, but in
1994, awarded options to the named Executive Officers as noted in the above
tables.
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:
Alfred Brittain III (Chairman)
Joseph F. Engelberger
Robert M. Hanisee
Richard Rachals
John H. Meyn
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.
Comparison of Five-Year Cumulative Return* Among
EDO Corporation, S&P 500 Index and Value Line Aerospace/Defense 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.
Comparison of Five-Year Cumulative Return* Among
EDO Corporation, S&P 500 Index and Value Line Aerospace/Defense Group**
Dollars
----------------------------------------------
1989 1990 1991 1992 1993 1994
------ ------ ------ ------ ------ ------
EDO CORPORATION 100.00 64.48 103.95 101.18 112.41 58.85
STANDARD AND POORS 500 100.00 96.83 126.41 136.25 150.00 151.97
VALUE LINE AEROSPACE/DEFENSE 100.00 97.25 113.11 130.69 169.34 178.94
ASSUMES $100 INVESTED ON JANUARY 1, 1990 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.
-------------------------------------------------------------------------------
Executive Life Insurance Plan
The Company maintains an Executive Life Insurance Plan (the "ELIP") for key
employees funded by Company-owned life insurance policies on the participants.
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 at
least 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 certain
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, 1994. 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.
Proposal 2: SELECTION OF AUDITORS
KPMG Peat Marwick LLP are currently the certified public accountants serving as
the Company's independent auditors. During 1994, KPMG Peat Marwick LLP 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 LLP as the independent auditors for 1995. The
shareholders will be asked to ratify this action by the Board.
It is anticipated that one or more representatives of KPMG Peat Marwick LLP
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 7, 1995, of more than 5% of the Common Shares.
----------------------------------------------------------------
Name and Address Amount of EDO Percent of
of Beneficial Owner Common Shares Class
----------------------------------------------------------------
EDO Corporation 403,290 and 75,292 18.1%
Employee Stock Ownership Plan ESOP Preferred
14-04 111th Street, Shares convertible
College Point, NY 11356 into 752,920 (A)
Dimensional Fund Advisors Inc. 322,100 (B) 5.7%
1299 Ocean Avenue, Suite 650,
Santa Monica, CA 90401
----------------------------------------------------------------
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. According to the Form 13G dated January 30, 1995 filed by Dimensional Fund
Advisors Inc. ("Dimensional"), a registered investment advisor, Dimensional is
deemed to have beneficial ownership of 322,100 Common Shares as of December 31,
1994, 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 Delaware 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 serves as investment manager.
Dimensional disclaims beneficial ownership of all such shares.
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 1996 Annual Meeting of Shareholders must be
received at the principal executive offices of the Company, addressed to Mr.
Michael J. Hegarty, Secretary, EDO Corporation, 14-04 111th Street, College
Point, New York 11356-1434, no later than November 23, 1995 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, 1994, including financial statements, as filed with the Securities
and Exchange Commission, has been provided to all record or beneficial holders
of Common Shares or ESOP Preferred Shares entitled to vote at the Annual
Meeting. Additional copies will be furnished on written request, without
charge, to any record or beneficial holder of Common Shares or ESOP Preferred
Shares. 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
- 10 -
<PAGE>
Appendix
The printed copy of the Proxy Statement contains a Performance Graph comparing
EDO Corporation, Standard and Poors 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>
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 1994 compensation), as of March 7, 1995, to the account of
the undersigned under the EDO Corporation Employee Stock Ownership Plan, at the
Annual Meeting of Shareholders on April 25, 1995 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>
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 Robert E. Allen, Robert Alvine,
Mellon C. Baird, George M. Ball and Joseph F. Engelberger
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 14, 1995.
Dated:___________________________________________________________________, 1995
_______________________________________________________________________________
Signature
<PAGE>
EDO CORPORATION
ANNUAL MEETING OF SHAREHOLDERS-TUESDAY, APRIL 25, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF EDO CORPORATION.
The undersigned hereby appoints MICHAEL J. HEGARTY 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 25, 1995 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>
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 Robert E. Allen, Robert Alvine,
Mellon C. Baird, George M. Ball and Joseph F. Engelberger
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:___________________________________________________________________, 1995
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
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.
