<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
ANDREW CORPORATION
- - -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
ANDREW CORPORATION
- - -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $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 transactions applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: (1)
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
[ ] 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 registrations 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:
------------------------------------------------------------------------
__________
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE> 2
[ANDREW LOGO]
- - --------------------------------------------------------------------------------
ANDREW CORPORATION 10500 West 153rd Street
Orland Park, Illinois U.S.A. 60462
Phone (708) 349-3300
December 30, 1994
Dear Stockholder:
You are cordially invited to attend the next regular Andrew Corporation
Annual Meeting of Stockholders, to be held at 10:00 A.M., Wednesday, February 8,
1995, at the Drury Lane, Oakbrook Terrace, Illinois. A map showing the location
of the Drury Lane is on the back cover of this Proxy Statement.
This meeting will be our fifteenth as a publicly owned company. You will
have an opportunity to discuss each item of business described in the Notice of
Annual Meeting and Proxy Statement and to ask questions about the Company and
its operations.
To make certain your shares are represented at the meeting, whether or not
you plan to attend, please sign and return the enclosed proxy card, using the
envelope provided. If you attend the meeting, you may vote your shares in
person, even though you have previously signed and returned your proxy.
Sincerely,
[SIG.]
Floyd L. English
Chairman, President and
Chief Executive Officer
<PAGE> 3
ANDREW CORPORATION
10500 WEST 153RD STREET
ORLAND PARK, ILLINOIS 60462
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 8, 1995
The Annual Meeting of Stockholders of Andrew Corporation will be held at
10:00 A.M., Wednesday, February 8, 1995, at the Drury Lane, Oakbrook Terrace,
Illinois, for the following purposes:
1. To elect eight Directors for the ensuing year;
2. To amend the Management Incentive Program to comply with new federal
tax law;
3. To approve the Annual Bonus Program and Long Term Incentive Program;
4. To ratify the appointment of Ernst & Young as independent public
auditors for fiscal 1995; and
5. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The close of business on December 14, 1994 has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at
the meeting and any adjournment thereof.
A copy of the Andrew Corporation Annual Report for the fiscal year ended
September 30, 1994 is being mailed to stockholders with this Proxy Statement.
By Order of the Board of Directors,
James F. Petelle
Secretary
December 30, 1994
------------------------
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE MARK, DATE AND SIGN
THE ACCOMPANYING PROXY AND PROMPTLY RETURN IT IN THE ENCLOSED ENVELOPE. IF YOU
ATTEND THE MEETING, YOU MAY VOTE YOUR SHARES IN PERSON, EVEN THOUGH YOU HAVE
PREVIOUSLY SIGNED AND RETURNED YOUR PROXY.
<PAGE> 4
ANDREW CORPORATION
10500 WEST 153RD STREET
ORLAND PARK, ILLINOIS 60462
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD FEBRUARY 8, 1995
This proxy statement is furnished in connection with the solicitation by
the Board of Directors of Andrew Corporation (the "Company" or "Andrew") of
proxies to be voted at the Annual Meeting of Stockholders of the Company to be
held on February 8, 1995, at the Drury Lane, Oakbrook Terrace, Illinois, and at
any adjournment thereof. This proxy statement and the proxies solicited hereby
are first being sent or delivered to stockholders on or about December 30, 1994.
VOTING
A proxy may be revoked by a stockholder at any time prior to its use. If it
is signed properly by the stockholder and is not revoked, it will be voted at
the meeting. If a stockholder specifies how the proxy is to be voted with
respect to any of the proposals for which a choice is provided, the proxy will
be voted in accordance with such specifications. If a stockholder fails to so
specify with respect to such proposals, the proxy will be voted FOR items 1, 2,
3 and 4.
Only stockholders of record at the close of business on December 14, 1994
will be entitled to vote at the meeting. The Common Stock of the Company, $.01
par value ("Common Stock"), is the only authorized class of stock, and as of
December 14, 1994, there were 25,580,601 shares of Common Stock of the Company
issued, outstanding and entitled to one vote each.
ELECTION OF DIRECTORS
Eight directors are to be elected at the Annual Meeting to serve until
their respective successors have been elected and qualified. Directors are
elected by a plurality of the votes of the shares of Common Stock present in
person or represented by proxy and entitled to vote at the Annual Meeting.
Consequently, any shares not voted (whether by abstention, broker non-vote or
votes withheld) will have no effect on the election of directors. If any nominee
for election as director is unable to serve, which the Board of Directors does
not anticipate, the persons named in the proxy may vote for another person in
accordance with their judgment. All of the nominees have served as directors of
the Company since the last Annual Meeting of Stockholders held February 2, 1994.
The names and ages of the nominees, their principal occupations or
employment during the past five years and other data regarding them as of
September 30, 1994, based upon information received from them, are as follows:
<PAGE> 5
NOMINEES FOR DIRECTORSHIPS
<TABLE>
<S> <C>
JOHN G. BOLLINGER, 59
(Director since 1984)
Dr. Bollinger is Bascom Professor of Engineering and Dean of the
College of Engineering at the University of Wisconsin at Madison. Dr.
Bollinger is also a director of Kohler Corporation and EFORM
Corporation. He is Chairman of the Human Resources Committee.
JON L. BOYES, 73
(Director since 1989)
Admiral Boyes, Ph.D., is an international telecommunications
consultant and Chairman of SAMA Corporation, a government and
military consultant principally in the area of command, control and
communication, and a Director of Miltope Corporation. He was
President, Armed Forces Communications and Electronics Association
for over ten years and President of the National Science Center
Foundation. He has 34 years of experience in the Department of
Defense, serving on Navy, Joint and NATO staffs, and in submarines
and destroyers before retiring in 1977. Admiral Boyes is a member of
the Compensation Committee and the Human Resources Committee.
GEORGE N. BUTZOW, 65
(Director since 1980)
Mr. Butzow is Founder and Chairman Emeritus of MTS Systems
Corporation, which designs and manufactures dynamic testing and
service simulation systems, industrial controls, and systems for
intelligent processing of materials. He served as President of MTS
Systems Corporation from 1971 through 1987. Mr. Butzow is also a
director of Pentair, Inc. He is Chairman of the Compensation
Committee.
KENNETH J. DOUGLAS, 72
(Director since 1989)
Mr. Douglas retired in 1992 as Vice Chairman of the Board of Dean
Foods Company, a diversified food processing business, having served
as Vice Chairman since January 1988 and as Chairman prior to that
time since 1970. He is also a director of American National Bank and
Trust Co., American National Corporation and Richardson Electronics,
Ltd. and serves as Chairman of the Board of West Suburban Hospital
Medical Center. Mr. Douglas is Chairman of the Audit Committee.
</TABLE>
2
<PAGE> 6
<TABLE>
<S> <C>
FLOYD L. ENGLISH, 60
(Director since 1982)
Dr. English was elected Chairman of Andrew in 1994, having served as
President and Chief Executive Officer since 1983, and as President
and Chief Operating Officer since 1982. Dr. English joined Andrew in
1980 as Vice President, Corporate Development and became Vice
President, U.S. Operations in February 1981. Dr. English serves as a
Trustee of the 231 Money-Market Funds and is a member of the boards
of the Executives Club of Chicago, the International Engineering
Consortium, the Illinois Math and Science Academy and Governors State
University Foundation.
DONALD N. FREY, 71
(Director since 1989)
Dr. Frey is a Professor at Northwestern University, where he has been
associated with the University's Department of Industrial Engineering
and Management Sciences since 1983. Dr. Frey was Chairman of the
Board and Chief Executive Officer of Bell & Howell Company, an
information systems business from 1971 until his retirement in 1988.
He is currently a director of Clark Equipment Company, Quintar Corp.
and My Own Meals Company. He is a member of the Audit Committee and
Compensation Committee.
CAROLE M. HOWARD, 49
(Director since 1993)
Mrs. Howard has, since 1985, been Vice President--Public Relations
and Communications Policy at The Reader's Digest Association, Inc., a
global publisher and direct mail marketer of magazines, books, music
and video collections. She also is President of the Reader's Digest
Foundation. Previously she worked for AT&T for 18 years in a variety
of public relations, advertising and marketing positions. An author
and frequent speaker on marketing, management and communications,
Mrs. Howard serves on several professional and non-profit boards
including the Lila Acheson Wallace Fund for the Metropolitan Museum
of Art and The Madison Square Boys & Girls Club in New York City. She
is a member of the Audit Committee and the Human Resources Committee.
ORMAND J. WADE, 55
(Director since 1993)
Mr. Wade retired in 1992 as Vice-Chairman of Ameritech Corporation, a
regional provider of telecommunications services, a position he had
held since 1989. He had previously served as president of Ameritech
Bell Group since 1987 and president and CEO of Illinois Bell from
1982-1987. Mr. Wade began his career with AT&T in 1961, and first
became a vice-president of AT&T in 1978. He is currently a director
of Illinois Tool Works, Inc., Westell, Inc., NBD Bancorp, National
Bank of Detroit, Northwestern Memorial Hospital and Local Initiative
Support Corporation. Mr. Wade is also a trustee of the University of
Chicago. He is a member of the Audit and Compensation Committees.
</TABLE>
3
<PAGE> 7
SECURITY OWNERSHIP
The following table sets forth information regarding ownership of the
Company's Common Stock as of September 30, 1994 by nominees for Directors, by
each of the named Executive Officers and by all Executive Officers and Directors
as a group:
<TABLE>
<CAPTION>
PERCENT OF CLASS
INDIVIDUAL OR GROUP AMOUNT OF BENEFICIAL OWNERSHIP BENEFICIALLY OWNED
- - ------------------------------ ------------------------------------- ---------------------------
DIRECTORS DIRECT INDIRECT TOTAL DIRECT INDIRECT TOTAL
- - ------------------------------ ------- --------- --------- ------ -------- -----
<S> <C> <C> <C> <C> <C> <C>
John G. Bollinger............. 6,600(1) -0- 6,600 * -0- *
Jon L. Boyes.................. 2,750 -0- 2,750 * -0- *
George N. Butzow.............. 12,600(1) -0- 12,600 * -0- *
Kenneth J. Douglas............ 10,950(1) -0- 10,950 * -0- *
Donald N. Frey................ 11,700(1) -0- 11,700 * -0- *
Carole M. Howard.............. 300 -0- 300 * -0- *
Ormand J. Wade................ 1,800(1) -0- 1,800 * -0- *
EXECUTIVE OFFICERS
Floyd L. English.............. 334,087(2) 1,464,375(3) 1,800,847 1.3% 5.7% 7.0%
2,385(4)
Thomas E. Charlton............ 58,749(2) 1,464,375(3) 1,523,124 .2% 5.7% 6.0%
Charles R. Nicholas........... 132,089(2) 1,464,375(3) 1,596,464 .5% 5.7% 6.2%
John B. Scott................. 56,691(2) 1,464,375(3) 1,521,066 .2% 5.7% 6.0%
William L. Shockley........... 19,126(2) 1,464,375(3) 1,483,501 .1% 5.7% 5.8%
All Executive Officers and
Directors as a group (15
persons).................... 707,744(5) 1,466,760(6) 2,174,504 2.8% 5.7% 8.5%
</TABLE>
- - ------------
*Less than .1% of class.
(1) Includes the following number of shares covered by options exercisable
within 60 days: Dr. Bollinger: 6,600; Mr. Butzow: 9,600; Mr. Douglas: 8,100;
Dr. Frey: 8,100; Mr. Wade: 1,500.
(2) Includes the following number of shares covered by options exercisable
within 60 days: Dr. English: 225,000; Dr. Charlton: 25,500; Mr. Nicholas:
90,000; Mr. Scott: 36,000; Mr. Shockley: 17,400.
(3) These shares are owned by the Andrew Profit Sharing Trust, of which Messrs.
English, Charlton, Nicholas, Scott and Shockley are trustees, and as to
which such individuals shared voting and investment power.
(4) These shares are owned by Dr. English's wife.
(5) Includes 472,300 shares covered by options exercisable within 60 days.
(6) Includes the amounts described in footnotes 3 and 4.
4
<PAGE> 8
As of September 30, 1994, the following person and the following entity is
each known to be the beneficial owner of more than 5% of the Company's Common
Stock:
<TABLE>
<CAPTION>
AMOUNT OF
NAME AND ADDRESS BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP OF CLASS
---------------------------------------------- --------- --------
<S> <C> <C>
Edith G. Andrew*..................................... 1,652,446 6.5%
14628 John Humphrey Drive
Orland Park, Illinois 60462
Andrew Profit Sharing Trust.......................... 1,464,375 5.7%
10500 West 153rd Street
Orland Park, Illinois 60462
</TABLE>
- - ------------
*Mrs. Andrew and her husband, Edward J. Andrew, were, prior to 30 September
1994, co-trustees of the Andrew Corporation Voting Trust, which was the
legal holder of 4,547,312 shares of Andrew Corporation Common Stock prior
to such date. As of such date, the Andrew Corporation Voting Trust was
dissolved and the shares previously held therein were conveyed to their
beneficial owners, principally consisting of Mr. and Mrs. Andrew, their
children and their grandchildren.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has standing Audit, Compensation and Human Resources
Committees.
AUDIT COMMITTEE: The committee met twice during fiscal 1994. The committee
recommends the independent auditors to the Board and reviews and approves the
scope of the audit, the financial statements, the independent auditors' letter
of comments and management's responses thereto and the fees charged for audit
and tax services and any special assignments.
COMPENSATION COMMITTEE: The committee met three times during fiscal 1994.
The committee establishes the compensation programs for officers of the Company
and reviews overall compensation and benefit programs of the Company. The
committee also administers and selects participants for the Management Incentive
Program and the Executive Severance Benefit Plan, and administers the Employee
Stock Purchase Plan.
HUMAN RESOURCES COMMITTEE: The committee met three times during fiscal
1994. The committee reviews management development and identifies and recommends
candidates for membership on the Board of Directors and for corporate officer
positions. Stockholders wishing to suggest nominees for membership on the Board
may do so by letter addressed to the Company in care of James F. Petelle,
Secretary, and received at the Company by August 30, 1995.
DIRECTOR COMPENSATION
During fiscal 1994, the Board of Directors met on four occasions. All
Directors attended at least 75% of the meetings of the Board and the committees
on which they sat. Andrew paid its non-employee directors an annual fee of
$16,500 and a fee of $1,000 per meeting for each meeting called during fiscal
1994.
Under a plan adopted as of October 1, 1984, a non-employee Director may
defer up to 100% of director fees until he or she leaves the Board. In lieu of
cash payment, the Director is credited with equivalent shares equal to the value
of the Common Stock at the time of deferral. When the Director leaves the Board,
based on the then current value of the Common Stock, the deferred amount will be
paid in cash, either in a lump sum or in equal annual installments over five
years or less at the Director's election.
5
<PAGE> 9
The Andrew Corporation Stock Option Plan for Non-Employee Directors was
approved by the stockholders on February 4, 1988 and amended on February 5,
1992. Those directors who have not been officers or employees of the Company or
its subsidiaries or affiliates within the past three years are eligible to
participate. Under the Plan, each eligible director was automatically granted,
through September 30, 1991, an option to purchase 1,500* shares of Common Stock
at the Board of Directors' meeting following each annual stockholders' meeting.
Following amendment of the Plan, the automatic grant of option was increased to
7,500* shares.
The aggregate number of shares of Common Stock issuable under the Plan is
300,000*, subject to certain adjustments. The option price must be 100% of the
fair market value of the Common Stock on the date of grant. Options are for 10
years and are not exercisable during the first 12 months following grant.
Thereafter, they may be exercised at a cumulative rate of 20% per year until the
end of five years when they are exercisable in full. Options must be exercised
within 10 years of the date of grant.
Directors Bollinger, Boyes, Butzow, Douglas, Frey, Howard and Wade each
were granted options on February 2, 1994 for 7,500* shares of Common Stock at an
exercise price of $32.33 per share.
* These numbers and corresponding per-share prices, as with other
references in this Proxy Statement, have been adjusted, where appropriate, for
the 3-for-2 split in the Company's stock paid March 3, 1994.
EXECUTIVE COMPENSATION
The following table summarizes the total compensation of the Chief
Executive Officer and the four other most highly compensated executive officers
of the Company for the fiscal year ended September 30, 1994, as well as the
total compensation paid to each such individual for the Company's two previous
fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
---------------------------------
ANNUAL COMPENSATION AWARDS
------------------------------------- ----------------------- PAYOUTS
OTHER RESTRICTED SECURITIES -------
NAME AND ANNUAL STOCK UNDERLYING LTIP ALL OTHER
PRINCIPAL SALARY BONUS(1) COMPENSATION(2) AWARDS OPTIONS/ PAYOUTS COMPENSATION(3)
POSITION YEAR ($) ($) ($) ($) SARS(#) ($) ($)
- - ------------------------ ---- ------- --------- --------------- ---------- ---------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Floyd L. English 1994 405,000 1,122,955 11,975 -0- 22,500 -0- 25,909
Chairman, President and 1993 387,600 209,950 11,915 -0- -0- 320,724 20,640
Chief Executive Officer 1992 369,600 242,688 7,684 -0- -0- -0- 19,060
Thomas E. Charlton 1994 187,807 286,787 4,142 -0- 15,000 -0- 25,909
Group Vice President, 1993 161,100 72,862 1,940 -0- 10,000 96,713 17,683
Communications Products 1992 125,280 34,139 2,340 -0- -0- -0- 17,913
Charles R. Nicholas 1994 204,000 382,908 3,999 -0- 15,000 -0- 25,909
Vice-President, Finance 1993 192,000 82,790 3,270 -0- -0- 128,290 20,640
and Administration and 1992 181,200 68,466 3,709 -0- -0- -0- 19,060
Chief Financial Officer
John B. Scott 1994 213,600 267,534 970 -0- 15,000 -0- 25,909(4)
Group Vice President, 1993 204,000 70,666 2,030 -0- -0- 129,422 20,640
Network Group & 1992 176,400 66,062 2,194 -0- -0- -0- 1,319,060
Corporate Marketing
William L. Shockley 1994 179,057 274,762 4,040 -0- 15,000 -0- 25,909
Group Vice President, 1993 152,400 56,266 4,010 -0- -0- 96,968 19,867
Communication Systems 1992 138,480 67,800 518 -0- -0- -0- 8,730
</TABLE>
- - ------------
(1) Annual bonus amounts are earned and accrued during the fiscal years
indicated, and paid subsequent to the end of each fiscal year.
(2) Consists of the value of personal use of Company automobiles, an annual
Christmas bonus based on years of service and in the case of Dr. English,
tax-planning services provided at Company expense.
(3) Except as noted in Footnote 4, below, these amounts represent contributions
by the Company to the Andrew Profit Sharing Trust on behalf of the named
individuals.
(4) This amount consists of $850,000 paid to Mr. Scott in full settlement of
amounts payable to him under the Deferred Compensation Incentive Plan of
Andrew Data Corporation; $450,000 paid to Mr. Scott as a fee for his
agreement not to compete with the Network Group in any geographic area where
it conducts business for a period of three years after the termination of
his employment; and $19,060 paid into the Andrew Profit Sharing Trust on
behalf of Mr. Scott.
6
<PAGE> 10
OPTION GRANTS IN LAST FISCAL YEAR
The following table shows information with respect to grants of options to
the Chief Executive Officer and the other named executives in fiscal year 1994.
The potential realizable values shown for such awards are based on assumed
annualized rates of stock price appreciation of 5% and 10% over the full
five-year term of the options, as required by the Securities and Exchange
Commission. However, it should be noted that, as of September 30, 1994, the
Company's stock price had already appreciated more than 100% over the exercise
price.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS GRANTED EXERCISE OR POTENTIAL
OPTIONS TO EMPLOYEES BASE EXPIRATION REALIZABLE VALUE
NAME GRANTED(1) IN FY 93 PRICE/SHARE(2) DATE 5% 10%
- - ---------------------- ---------- --------------- -------------- ---------- -----------------
<S> <C> <C> <C> <C> <C>
Floyd L. English...... 22,500 8.8% $23.50 11/10/98 $146,250/$322,875
Thomas E. Charlton.... 15,000 5.9% $23.50 11/10/98 $97,500/$215,250
Charles R. Nicholas... 15,000 5.9% $23.50 11/10/98 $97,500/$215,250
John B. Scott......... 15,000 5.9% $23.50 11/10/98 $97,500/$215,250
William L. Shockley... 15,000 5.9% $23.50 11/10/98 $97,500/$215,250
</TABLE>
- - ------------
(1) These options are exercisable as follows: 20% on or after November 10, 1995;
60% on or after November 10, 1996; 100% on or after November 10, 1997
through November 10, 1998.
(2) Exercise price is based upon fair market value on the date of the award.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND OPTION VALUES AT SEPTEMBER 30, 1994
This table sets forth information regarding exercise of options during
fiscal year 1994 by the Chief Executive Officer and the other four named
executives. The "value realized" is based on the market price on the date of
exercise, while the "value of unexercised in-the-money options at September 30,
1994" is based on the market price on that date.
<TABLE>
<CAPTION>
SHARES NUMBER OF SECURITIES VALUE OF UNEXERCISED
ACQUIRED UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ON VALUE OPTIONS AT SEPT. 30, 1994 AT SEPT. 30, 1994
NAME EXERCISE(#) REALIZED($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- - ---------------------- ----------- ----------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Floyd L. English...... 119,550 3,369,640 135,000/112,500 $5,889,375/$4,525,312
Thomas E. Charlton.... 19,200 582,263 16,200/39,000 $707,850/$1,332,625
Charles R. Nicholas... 49,500 1,460,626 54,000/51,000 $2,355,750/$1,969,875
John B. Scott......... 40,200 1,020,500 0/51,000 0/$1,969,875
William L. Shockley... -0- -0- 12,450/53,700 $490,627/$1,825,170
</TABLE>
LONG-TERM PERFORMANCE CASH AWARDS
The current long-term performance cash award program covers the three years
1993 through 1995. Senior executives of the Company are eligible for target
payouts ranging from 30% to 100% of their average annual salary if performance
goals established for the plan are met. Performance goals for the current
program include aggregate, three-year (1993, 1994 and 1995) earnings per share
and a specific revenue target for fiscal 1995. A threshold for earnings per
share and revenue must be met to trigger payments of 75% of target. If neither
threshold is achieved, no payment is made. If maximum earnings per share and
revenue are achieved for the
7
<PAGE> 11
three-year period then payouts are limited to two times the target bonus
amounts. A range of estimated payouts which could be made early in fiscal 1996
is shown in the following table:
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER
LONG-TERM INCENTIVE PLAN
TARGETED PERFORMANCE ----------------------------------------
NAME AWARD PERIOD THRESHOLD $ TARGET $ MAXIMUM $
- - --------------------------------- ----------------- --------------- ----------- -------- ---------
<S> <C> <C> <C> <C> <C>
Floyd L. English................. 100% of Average Oct. 1, 1992 291,600 388,800 777,600
1993-1995 Salary Sept. 30, 1995
Thomas E. Charlton............... 70% of Average Oct. 1, 1992 105,840 141,120 282,240
1993-1995 Salary Sept. 30, 1995
Charles R. Nicholas.............. 70% of Average Oct. 1, 1992 106,929 142,572 285,144
1993-1995 Salary Sept. 30, 1995
John B. Scott.................... 70% of Average Oct. 1, 1992 110,921 147,894 295,788
1993-1995 Salary Sept. 30, 1995
William L. Shockley.............. 70% of Average Oct. 1, 1992 101,606 135,475 270,950
1993-1995 Salary Sept. 30, 1995
</TABLE>
EXECUTIVE SEVERANCE BENEFIT PLAN
The Company has an Executive Severance Benefit Plan which provides benefits
to certain key executives, as selected by the Compensation Committee, in the
event of termination of employment following a change in control, as defined in
the Plan.
Upon termination of employment for any reason other than death, disability,
retirement or cause; or upon a resignation because of a material reduction in
compensation or duties, relocation requirements or breach of the plan within one
year of a change in control; the Company is obligated to pay each affected
participant an amount equivalent to the sum of: (i) 36 months of salary, bonus,
Company profit sharing and matching contributions; (ii) the aggregate spread
between the option price and fair market value of the Common Stock on the
severance date for all of the participant's outstanding stock options; and (iii)
up to 36 months of medical, life and similar insurance benefits. If termination
or resignation occurs more than one year after a change in control, the benefits
are reduced proportionately. If a participant terminates employment due to
death, disability, retirement or cause, or resigns for reasons other than those
described above within two years of a change in control, the Company is
obligated to pay him one-half the amounts and rights referred to above. The Plan
also provides for adjustment in benefits payable if any payment is considered an
"excess parachute payment" under the Internal Revenue Code.
If there had been a change in control and termination of employment, the
executives named in the Summary Compensation Table would have been entitled to
the following payments at September 30, 1994: Floyd L. English, $2,591,500;
Thomas E. Charlton, $809,500; Charles R. Nicholas, $1,083,100; John B. Scott,
$931,100; William L. Shockley, $645,400.
In addition, the Company entered into an agreement in November, 1991
pursuant to which the Company would retain Mr. Scott as an advisor to the
Company for two years after his termination of employment, for a retainer fee of
$100,000, a per diem rate of $500 and reimbursement of expenses.
REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
The Compensation Committee ("Committee") of the Board of Directors
establishes the general compensation policies of the Company and establishes the
compensation plans, performance goals and specific compensation levels for
executive officers. The Committee also
8
<PAGE> 12
administers and selects participants for the Management Incentive Program and
the Executive Severance Benefit Plan, and administers the Employee Stock
Purchase Plan. The Committee is composed of four independent, non-employee
directors who have no interlocking relationships.
COMPENSATION PHILOSOPHY
The principal objective of the Committee's approach to executive
compensation is to align such compensation with stockholder value. The Committee
seeks to accomplish this objective by setting base salaries below the median for
similar positions at comparable companies, while linking the two remaining
components of cash compensation (annual bonus and LTIP award) to aggressive
performance factors which enhance stockholder value. Stock options are used as a
vehicle to further align long-term executive performance with stockholder value.
In this way, above-average total compensation is achieved only for outstanding
Company performance. The Committee has used essentially this approach to
executive compensation for the last eight years or more.
BASE SALARY
The Committee establishes the salary of the Chief Executive Officer ("CEO")
by comparison to the salaries of other CEOs of comparable companies. The
Committee's practice is to obtain salary data from its outside consultant which
includes data from a group of comparably-sized technology-based companies deemed
similar to the Company, some (but not all) of which companies are members of the
S&P Communications Equipment Manufacturers Index used in the Performance Graph.
Using this information, the Committee established the CEO's salary for fiscal
years 1994 and 1995 below the median for companies perceived to be comparable to
the Company.
For other executive officers, the Committee uses salary survey data
supplied by its consultant on the same basis as the CEO, and establishes base
salaries that are below the median of salaries for persons holding
similarly-responsible positions at companies in the survey. In addition, the
Committee considers other factors including relative company performance, the
individual's past performance and his or her future potential.
ANNUAL BONUS
For a number of years, the CEO's annual cash bonus has been established as
a direct function of growth in the Company's earnings per share (EPS) during the
most recent fiscal year. The Committee annually establishes a minimum target for
EPS, and the CEO's bonus for the fiscal year is a strict function of the amount
by which the minimum EPS target is exceeded during the fiscal year. In December
1994, a cash bonus of $1,122,955 was paid to the CEO based on FY 1994 EPS of
$1.70, which was substantially in excess of the targeted amount. For fiscal year
1995, a target and formula have been established in a similar fashion.
The annual cash bonus for executives other than the CEO is determined based
on four factors: (i) growth in the Company's EPS (using the same formula as for
the CEO); (ii) the operating results of the businesses or functions reporting to
the executive; (iii) achievement of specified, measurable objectives related to
the executive's area of responsibilities and (iv) a small subjective factor
based on the executive's performance.
LTIP CASH AWARD
The long-term performance cash award program for senior executives of the
Company also is tied directly to objective measurements of performance with the
emphasis on long-term results. There was no LTIP payment paid during fiscal year
1994. The most recent program covered the period 1991 through 1993 with a
payment of $320,724 made to the CEO in December 1993. One half of the target
bonus was based on achievement of specified levels of
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<PAGE> 13
growth in aggregate three-year earnings per share (1991 through 1993). The
remaining 50% was based on the generation of a specified level of accumulated
free cash during the same three year period. In each case, minimum, target and
maximum performance goals were established to qualify for the minimum, target
and maximum long-term incentive payment, respectively.
For the long-term performance cash award program covering fiscal years 1993
through 1995, 70% of the target bonus will again be based on specified levels of
growth in aggregate three-year EPS. The other 30% will be determined by the
achievement of a specified sales goal in fiscal year 1995. In addition to
meeting minimum EPS and sales goals, the Company must maintain a minimum return
on equity and return on sales during the three year period. Payments under this
program will likely be made in December 1995, subsequent to the close of the
Company's 1995 fiscal year.
OPTIONS
Stock options are an important component of the compensation package for
the CEO and other executives because they directly focus management's attention
on the interests of stockholders. The Committee makes periodic grants of stock
options to executive officers and other key employees to foster a commitment to
increasing long-term stockholder value.
The Committee granted the CEO options on 22,500 shares at its meeting on
November 10, 1993, and granted options on 15,000 shares to each of the named
executive officers on that date. The Company's grants of options are always at
fair market value on the date of grant.
DEDUCTIBILITY OF EXECUTIVE COMPENSATION
As noted on page 13 of this Proxy Statement, Section 162(m) of the Internal
Revenue Code now generally limits a publicly-held corporation's ability to
deduct executive compensation in excess of $1 million unless certain
requirements are met. The compensation plans of the Company were already in
accord with the spirit of Section 162(m) in that annual bonus and long-term
incentive cash awards have generally been determined by objective criteria for a
number of years. However, additional technical steps are required to preserve
full deductibility of compensation in the future. The Committee believes it is
appropriate to take the necessary steps to retain deductibility where, in the
Committee's judgment, full deductibility is in the Company's best interest.
Therefore, the Committee recommends the adoption of proposals 3 and 4, described
at pages 13-16 of this Proxy Statement.
<TABLE>
<S> <C>
George N. Butzow, Chairman Jon L. Boyes, Member
Compensation Committee Donald N. Frey, Member
Ormand J. Wade, Member
</TABLE>
10
<PAGE> 14
COMPANY PERFORMANCE
The following graph shows a five-year comparison of cumulative total
returns for Andrew Corporation, the S&P 500 Composite Index and the S&P
Communications Equipment Manufacturers Index. Since Andrew is a company within
the Standard & Poor's ("S&P") 500 Stock Index, the SEC proxy rules require the
use of that Index. Under those rules, the second index used for comparison may
be a published industry or line-of-business index. In Andrew's case, the S&P
Communications Equipment Manufacturer Index (which includes Andrew Corporation),
shown below, is such an index.
The graph assumes $100 invested on September 30, 1989 in Andrew Common
Stock and $100 invested at that time in each of the S&P indexes. The comparison
assumes that all dividends are reinvested.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Andrew Corporation............ 100 76 134 147 324 633
S&P 500 Index................. 100 91 119 132 149 155
S&P Communications Equipment
Manufacturers Index......... 100 102 163 145 169 196
</TABLE>
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<PAGE> 15
EXECUTIVE OFFICERS
Set forth below is certain information concerning the executive officers of
Andrew at September 30, 1994, based on data furnished by them:
<TABLE>
<CAPTION>
NAME AGE POSITION SINCE
- - ----------------------- --- ------------------------------------------------------- -----
<S> <C> <C> <C>
Floyd L. English....... 60 Chairman; President; Chief Executive Officer 1994
Joan P. Bowman......... 52 Vice President, Human Resources 1993
Eric L. Brooker........ 67 Vice President, Corporate Research & Development 1985
Thomas E. Charlton..... 58 Group Vice President, Communication Products 1992
Charles R. Nicholas.... 48 Vice President, Finance and Administration; Chief 1986
Financial Officer
John B. Scott.......... 53 Group Vice President, Network Group and Corporate 1991
Marketing
William L. Shockley.... 63 Group Vice President, Telecommunications Systems 1991
Ernest T. Weber........ 56 Group Vice President, HELIAX(R) Products and
Corporate Development 1990
</TABLE>
Except as discussed below, all of these officers of Andrew have held
executive positions with Andrew for more than five years.
Dr. English was elected Chairman in 1994, having served as President and
Chief Executive Officer since 1983, and as President and Chief Operating Officer
since 1982. Dr. English joined Andrew in 1980 as Vice President, Corporate
Development and became Vice President, U.S. Operations in February 1981.
Mrs. Bowman joined the Company as Vice President, Human Resources in 1993.
Mrs. Bowman was Executive Director of Human Resources for Estee Lauder Companies
from 1987-1992. Previously, she had served as Vice President of Human Resources
for Houghton Mifflin Company for a 12-year period.
Mr. Brooker became Vice President, Corporate Research & Development in 1985
and previously served as Vice President, Engineering since 1976.
Dr. Charlton became Group Vice President, Communication Products in 1992,
having most recently served as Vice President, Antenna Products. He first became
a Vice President in 1986.
Mr. Nicholas became Vice President, Finance and Administration and Chief
Financial Officer in 1992, having served as Vice-President and CFO since 1986
and as Vice-President, Finance since 1982. Mr. Nicholas joined Andrew in 1980 as
Treasurer.
Mr. Scott became Group Vice President, Network Group and Corporate
Marketing in 1992, having served as Group Vice President, Network Products since
1987. He founded and was President of Scott Communications, Inc., a data
communications business, from 1984 until it was acquired by Andrew in 1987.
Mr. Shockley became Group Vice President, Telecommunications Systems in
August, 1991, having served as President, Andrew SciComm Inc. and General
Manager, Government Electronics Group since 1990. Mr. Shockley held various
executive positions with ADC Telecommunications, Inc. from 1986 to 1990.
Mr. Weber became Group Vice President, HELIAX(R) Products and Corporate
Development in 1992. He previously served as Vice President, Corporate
Development since 1990, was Group Vice President, Government Products from
1986-1990, and served in a number of other roles as a Corporate Vice President
beginning in 1981.
Officers serve at the pleasure of the Board or until their successors are
elected and qualified.
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<PAGE> 16
PROPOSAL TO AMEND MANAGEMENT INCENTIVE PROGRAM
The Board of Directors has adopted and recommends to stockholders for
approval amendments to the Management Incentive Program ("MIP"). The
stockholders initially approved the MIP on February 4, 1988, and approved
amendments to the MIP on February 3, 1993.
A. REASON FOR AMENDMENTS
Effective January 1, 1994, the Omnibus Budget Reconciliation Act of 1993
added Section 162(m) to the Internal Revenue Code. Section 162(m) generally
provides that, beginning with the Company's 1995 tax year, certain compensation
in excess of $1 million per year paid to a company's chief executive officer or
any of its four other highest paid executive officers is not deductible by the
company unless the compensation qualifies for an enumerated exemption.
Compensation will be exempt from the deductibility limit if: (1) payments
can be made only upon the attainment of objective performance goals; (2) the
goals are established and administered by outside directors; and (3) the
criteria on which the goals are based and other relevant terms (including the
maximum amount of any award) are approved by stockholders.
Compensation in the form of stock options or stock appreciation rights
("SARs") will satisfy the foregoing requirements if: (1) the options or rights
are awarded at a price not less than the fair market value of the underlying
stock on the date of grant; (2) the awards are made by outside directors; and
(3) the terms of such awards, including the maximum number of shares underlying
the awards that can be granted to any covered executive, are approved by
stockholders.
B. DESCRIPTION OF AMENDMENTS
The MIP does not limit the awards that can be made to any individual
participant. Accordingly, to preserve the Company's tax deduction for annual
compensation in excess of $1 million, the Board of Directors recommends that the
MIP be amended to establish a limit of 20% of the total number of shares
authorized under the MIP that may be awarded to a single participant, and a
limit of 200% of the recipient's average base salary over the performance period
for the amount of performance units in the form of cash that may be awarded to a
single participant.
The Board of Directors also recommends that the MIP be amended to set forth
the performance-based criteria which the Compensation Committee of the Board of
Directors (the "Committee") may impose to exempt the grants of stock awards and
performance units, including the following: revenue, earnings, earnings per
share, return on assets, return on capital, return on investment, return on
sales, productivity, market-share, cash flow, generation of free cash, Common
Stock price, operating expense ratios, quality, delivery performance or level of
improvement in any of the foregoing. The Committee would select one or more of
these criteria and establish the performance goals prior to, or at the time
that, the stock awards or performance unit awards are made (or within a
permissible period thereafter), and the Committee would determine whether or not
the goals have been satisfied prior to any vesting or distributions.
C. DESCRIPTION OF THE MIP
GENERAL. The MIP, which is administered by the Committee, provides for the
grant of long-term incentives in the form of options, SARs, stock awards and
performance units. Selection of key employees eligible to participate, the
timing of grants and the amount of any long-term incentive is determined by the
Committee. Following splits of the Common Stock in 1993 and 1994, the number of
shares authorized for all long-term incentives under the MIP was 2,700,000,
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<PAGE> 17
subject to further adjustment for stock splits, recapitalization and similar
changes. It should be noted that the Committee has never granted SARs or
performance units and has not made stock awards since 1989.
OPTIONS. Options granted under the MIP cannot have an exercise price which
is less than 100% of "Market Value" on the date of grant and must be exercised
not later than 10 years after the date of grant. Market Value is defined as the
closing price of the Common Stock as reported on the Nasdaq National Market.
STOCK APPRECIATION RIGHTS. SARs, which may be granted in connection with or
independent of options, entitle the holder to receive upon exercise a number of
shares of Common Stock or cash, or both, equivalent to the appreciation in value
of the shares covered by the exercised SARs.
STOCK AWARDS. The Committee may award shares of Common Stock subject to
such terms and conditions as it deems appropriate, including forfeiture of all
or any part of the shares if performance goals are not attained. An award
entitles the participant to receive dividends, vote the shares and exercise all
other rights of a stockholder except as otherwise specifically provided at the
time of the award.
PERFORMANCE UNITS. The Committee may grant performance units which are
earned to the extent performance goals are attained. Performance units may be
payable, in the Committee's discretion, in cash or shares of Common Stock.
FEDERAL INCOME TAX CONSEQUENCES. The federal income tax treatment of
long-term incentives should be generally as follows:
Nonqualified Stock Options. Nonqualified stock options do not result
in taxable income to the recipient or a tax deduction for the Company at
the time of grant. Upon exercise, however, the optionee will realize
ordinary income to the extent that the fair market value of the shares at
the time of exercise exceeds the exercise price and the Company will be
entitled to a deduction in the same amount.
Incentive Stock Options. The recipient of an incentive stock option
will not realize taxable income upon the grant or exercise of the option
if, at all times during the period beginning on the date of grant and
ending on the day three months before the date of exercise, the optionee
was an employee of the Company. However, upon exercise, the excess of the
fair market value of the shares received pursuant to the option exercise
over the exercise price will be an item of tax preference. Upon the sale of
the shares, the optionee will realize long-term capital gain or loss if the
date of sale is more than two years after the date of grant and the shares
have been held by the optionee for more than one year after the date of
exercise. If the optionee does not satisfy the holding-period requirements,
the optionee will at the time of sale recognize ordinary income equal to
the lesser of (a) the gain realized on the sale, or (b) the difference
between the exercise price and fair market value of the shares on the date
of exercise. If the optionee does not satisfy the employment requirement
described above, the optionee will recognize ordinary income and the
Company will be entitled to a deduction at the time of exercise under the
tax rules governing the exercise of a nonqualified option.
Stock Appreciation Rights. SARs will not result in taxable income to
the recipient or a tax deduction for the Company at the time of grant. The
exercise of SARs will result in compensation taxable as ordinary income to
the employee and a deduction to the Company in the same amount.
Stock Awards. A stock award will be taxable to the recipient as
ordinary income in the year paid and the Company may claim a tax deduction.
However, if the shares are subject to
14
<PAGE> 18
restrictions involving both forfeitability and nontransferability, the
recipient's taxable income and the Company's tax deduction may be deferred
and measured by the excess of the fair market value of the shares at the
time that the first of the two restrictions lapses over the exercise price,
unless the recipient elects to make the computation at the time of receipt
of the shares.
Performance Units. Performance units will not result in taxable income
to the recipient or a tax deduction for the Company at the time of grant.
When the Company pays the performance units, the cash received and the fair
market value of any Common Stock received are taxable to the recipient as
ordinary income and are deductible by the Company.
AMENDMENT OR TERMINATION. The Board of Directors may amend or terminate the
MIP at any time except that, without the approval of the stockholders, the total
number of shares that may be subject to long-term incentives cannot be
increased; the class of employees eligible to participate in the MIP cannot be
materially changed; benefits under the MIP may not be increased materially
within the meaning of Rule 16b-3 of the Securities and Exchange Commission; and
the administration of the MIP cannot be withdrawn from the Committee nor can any
member of the Committee be permitted to participate in the MIP.
The favorable vote by the holders of a majority of the shares of Common
Stock of the Company present, or represented, and entitled to vote at the annual
meeting will be required for approval of the proposed amendment to the
Management Incentive Program. Votes withheld and abstentions will be treated as
votes against the proposed amendment. Broker non-votes will be treated as shares
as to which the beneficial holders have not granted voting power and, therefore,
as shares not entitled to vote.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENT.
APPROVAL OF ANNUAL BONUS PROGRAM
AND LONG-TERM INCENTIVE PROGRAM
Cash compensation in excess of $1 million per year paid to the Company's
chief executive officer or any of its four other highest paid executive officers
is not deductible for the Company's 1995 and subsequent tax years unless such
compensation is based on objective goals established by the Committee, the
criteria for which have been disclosed to and approved by stockholders.
Accordingly, to preserve the Company's tax deduction for a covered
executive's compensation in excess of $1 million, the Board of Directors, at its
meeting on November 17, 1994, recommended that the Committee be authorized to
establish performance goals under the Company's Annual Bonus Program and
Long-Term Incentive Program (the "LTIP") with respect to one or more of the
following: revenue, earnings, earnings per share, return on assets, return on
capital, return on investment, return on sales, productivity, market-share, cash
flow, generation of free cash, Common Stock price, operating expense ratios,
quality, delivery performance or level of improvement in any of the foregoing.
One or more of such performance goals may be used both for the Annual Bonus
Program and LTIP awards. The amount of any award will be a function of the
achievement of the specific goals established by the Committee prior to, or at
the time that, the award period commences (or within a permissible period
thereafter) and the Committee shall determine whether or not the goals have been
satisfied prior to vesting or distributions. The maximum amount of cash payment
that any senior executive may receive under the LTIP for any performance period
is 200% of his or her average annual base compensation over the period for which
the performance goals are established. The maximum amount of cash payment that
any senior executive may receive under the Annual Bonus Program is 350% of his
or her base salary for the applicable year in question.
15
<PAGE> 19
The Committee will not be precluded from establishing base salaries or from
paying any other form of compensation, whether or not deductible for Federal,
state or local income tax purposes, should the Committee determine that such
action is in the best interests of the Company and its stockholders.
The favorable vote by the holders of a majority of the shares of Common
Stock of the Company present, or represented, and entitled to vote at the annual
meeting will be required for approval of the Company's Annual Bonus Program and
for approval of the Company's Long-Term Incentive Program. Votes withheld and
abstentions will be treated as votes against the proposed amendment. Broker
non-votes will be treated as shares as to which the beneficial holders have not
granted voting power and, therefore, as shares not entitled to vote.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO APPROVE THE
ANNUAL BONUS PROGRAM AND TO APPROVE THE LONG-TERM INCENTIVE PROGRAM.
APPOINTMENT OF INDEPENDENT PUBLIC AUDITORS
Upon the recommendation of the Audit Committee and subject to ratification
by the stockholders, the Board of Directors appointed Ernst & Young, independent
public auditors, to serve for the fiscal year ending September 30, 1995.
Ernst & Young has informed management that it will send representatives to
the annual meeting to make a statement, if they desire to do so, and that such
representatives will be available to answer any questions that might arise in
connection with Ernst & Young's audit of the Company and its subsidiaries.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE APPOINTMENT.
DEADLINE FOR STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the following Annual
Meeting (February 1996) must be received by the Company not later than August
30, 1995, for inclusion in its Proxy Statement and form of proxy relating to
that meeting.
The Company will bear the cost of solicitation of proxies and will
reimburse brokers, custodians, nominees and fiduciaries for their reasonable
expenses in sending solicitation material to the beneficial owners of the
Company's shares. In addition to soliciting proxies through the mails, proxies
may also be solicited by officers and employees of the Company by telephone or
otherwise. The Company has also employed Morrow & Company, Inc., 345 Hudson St.,
New York, New York 10014, which will be paid approximately $4,500 in fees, plus
reasonable expenses, to solicit proxies on behalf of the Company.
16
<PAGE> 20
[DRURYLANE MAP]
(LOGO)Printed on Recycled Paper
<PAGE> 21
ANDREW CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned Stockholder of ANDREW CORPORATION appoints Floyd L. English and
James F. Petelle, or either of them, proxies, with full power of substitution,
to vote at the Annual Meeting of Stockholders of the Company to be held at the
Drury Lane, Oakbrook Terrance, Illinois at 10:00 A.M., Wednesday, February 8,
1995, and any adjournment or adjournments thereof, the shares of Common Stock
of ANDREW CORPORATION which the undersigned is entitled to vote, on all
matters that may properly come before the Meeting.
YOU ARE URGED TO CAST YOUR VOTE BY MARKING THE APPROPRIATE BOXES. PLEASE NOTE
THAT, UNLESS A CONTRARY DISPOSITION IS INDICATED, THIS PROXY WILL BE VOTED FOR
ITEMS 1, 2, 3 AND 4.
Continued and to be signed on reverse side
<PAGE> 22
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. /X/
[ ]
<TABLE>
<S> <C> <C> <C> <C>
For All
The election of eight Directors for the ensuing For Withheld Except nominee(s) written below.
year. Nominees: John G. Bollinger, Jon L. / / / / / / _______________________________________________
Boyes, George N. Butzow, Kenneth J. Douglas,
Floyd L. English, Donald N. Frey, Carole
M. Howard and Ormand J. Wade.
For Against Abstain For Against Abstain
To amend the Management Incentive Program. / / / / / / 4. To ratify the appointment of / / / / / /
Ernst & Young as independent
public auditors for fiscal
1995.
To approve the Annual Bonus Program and For Against Abstain 5. In their discretion, the proxies are authorized to
Long-Term Incentive Program / / / / / / vote upon such other business as may properly come
before the meeting.
______________________________________________________
(Signature)
______________________________________________________
(Signature)
Dated: _________________________________________, 1995
</TABLE>
IMPORTANT: Please sign your name or names exactly as shown hereon and date your
proxy in the blank space provided above. For joint accounts, each joint owner
must sign. When signing as attorney, executor, administrator, trustee or
guardian, please give your full title as such. If the signer is a corporation,
please sign full corporate name by duly authorized officer.
