<PAGE>
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 [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
C-COR ELECTRONICS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
60 DECIBEL ROAD
[C-Cor Electronics, Inc.] STATE COLLEGE, PA 16801 USA
814-238-2461/800-233-2267
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 13, 1998
TO THE SHAREHOLDERS:
The Annual Meeting of Shareholders of C-COR Electronics, Inc. will be held
at the offices of the Corporation, 60 Decibel Road, State College,
Pennsylvania, on Tuesday, October 13, 1998, at 9:00 a.m. for the following
purposes:
1. To elect four Directors, three Directors to serve a term of three years
and one Director to serve a term of one year, and until their respective
successors are elected and qualified.
2. To transact such other business as may properly come before the meeting.
The Board of Directors has fixed September 4, 1998, as the record date for
determining the holders of Common Stock entitled to notice of and to vote at
the meeting and any adjournments. Consequently, only holders of Common Stock
of record on the transfer books of the Corporation at the close of business on
September 4, 1998, will be entitled to notice of and to vote at the meeting
and any adjournments.
Please complete, date and sign the enclosed proxy and return it promptly. If
you attend the meeting, you may vote in person.
/s/ Chris A. Miller
CHRIS A. MILLER
Vice President-Finance, Secretary
and Treasurer
September 21, 1998
<PAGE>
60 DECIBEL ROAD
[C-Cor Electronics Inc] STATE COLLEGE, PA 16801 USA
814-238-2461/800-233-2267
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 13, 1998
This Proxy Statement is furnished to shareholders at the direction and on
behalf of the Board of Directors of C-COR Electronics, Inc., a Pennsylvania
corporation (the "Corporation"), for the purpose of soliciting proxies for use
at the Annual Meeting of Shareholders of the Corporation to be held on
Tuesday, October 13, 1998, at the time and place and for the purposes set
forth in the accompanying Notice of Annual Meeting of Shareholders. This Proxy
Statement and the accompanying proxy are being mailed or given to shareholders
of the Corporation on or about September 21, 1998.
The shares represented by the proxy will be voted if the proxy is received
in time for the meeting. However, any proxy given pursuant to this
solicitation may be revoked at any time before it is exercised by giving
notice of such revocation to the Secretary of the Corporation, by appearing at
the meeting and voting in person, or by returning a later dated proxy.
The persons named in the accompanying proxy will vote as set forth under
"Election of Directors" with respect to the election of Directors. With
respect to other matters which may properly come before the meeting, the
persons named in the accompanying proxy will vote in their discretion.
Only shareholders of record at the close of business on September 4, 1998,
will be entitled to vote at the Annual Meeting. On such date, there were
9,157,124 shares of the Corporation's Common Stock outstanding, each share
being entitled to one vote, except that the holders have cumulative voting
rights in the election of Directors. Therefore, each shareholder is entitled
to as many votes in the election of those directors to be elected for a term
expiring in 1999 or 2001, as the case may be, as shall equal the number of his
or her shares of Common Stock multiplied by the number of directors of each
such class to be elected. A shareholder may cast all such votes for a single
nominee or may distribute them between two or more nominees within such class
as he or she sees fit. To cumulate votes in this manner, the proxy must be
clearly marked to indicate the number of votes to be cast for each nominee.
Execution of a proxy giving authority to vote for the nominees named herein
will give discretion to the named proxies to vote shares cumulatively for
fewer than all nominees.
The presence at the meeting, in person or by proxy, of the holders of a
majority of the shares of Common Stock outstanding on the record date will
constitute a quorum at the meeting. Votes withheld and abstentions will be
counted in determining the presence of a quorum but will not be voted. Broker
non-votes will not be counted in determining the presence of a quorum and will
not be voted.
The cost of preparing and mailing the Notice of Annual Meeting, this Proxy
Statement and form of proxy will be borne by the Corporation. In addition to
use of the mails, proxies may be solicited by officers, Directors and other
employees of the Corporation by telephone or personal solicitation. No
additional compensation will be paid to such individuals. The Corporation may
also pay persons holding stock in their names, or those of their nominees, for
their expenses in sending proxies and proxy materials to beneficial owners.
1
<PAGE>
PROPOSAL I
ELECTION OF DIRECTORS
Four Directors are to be elected, three Directors to hold office for terms
of three years and until their successors shall have been elected and
qualified and one Director to hold office for a term of one year and until his
successor shall have been elected and qualified. The shares represented by the
proxy will be voted for the nominees whose names appear herein, unless
authority to vote for one or more of such nominees is specifically withheld in
the proxy. The persons designated as proxies will have the right to vote
cumulatively and to distribute their votes among such nominees as they
consider advisable. They reserve full discretion to cast votes for another
person in the event that any nominee is unable to serve.
The nominee for election as a Director for a term expiring in 1999 receiving
the highest number of votes cast by shareholders entitled to vote thereon, and
the three nominees for election as Directors for terms expiring in 2001
receiving the highest number of votes cast by shareholders entitled to vote
thereon, will be elected to serve on the Board of Directors. All of the
nominees have indicated that they are willing to stand for election, and are
willing to serve, if elected, but if any of them should decline to serve or
become unavailable, an event which the Board of Directors does not anticipate,
the persons named in the proxy will vote for such nominees as may be
designated by the Board of Directors unless the Board of Directors reduces the
number of Directors accordingly.
The following table sets forth information as to nominees for Directors of
the Corporation, as well as information as to the Directors of the Corporation
who are continuing to serve. The offices referred to in the table are offices
of the Corporation, unless otherwise indicated.
INFORMATION REGARDING DIRECTOR NOMINEES
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
AND BUSINESS DURING YEAR FIRST
LAST FIVE YEARS AND BECAME A
NOMINEE AND AGE CURRENT DIRECTORSHIPS DIRECTOR
--------------- --------------------- ----------
To be elected for a term expiring in 2001:
<C> <S> <C>
Anne P. Jones, 63 Telecommunications Consultant, since 1989
October 1994; Partner, Washington, D.C.
office of law firm of Sutherland,
Asbill & Brennan from September 1983
until October 1994; Commissioner,
Federal Communications Commission from
March 1979 until May 1983. Director,
Motorola Inc., IDS Mutual Fund Group
and AMNEX, Inc.
Dr. James J. Tietjen, 65 Dean, School of Technology Management, 1987
The Stevens Institute of Technology,
since July 1996; Head of Department of
Management and Engineering Management,
The Stevens Institute of Technology,
from August 1994 to July 1996;
President and Chief Executive Officer,
SRI International, a non-profit
scientific research firm, from December
1990 to January 1994; President and
Chief Operating Officer, David Sarnoff
Research Center, Inc., a contract
research laboratory, from April 1987
through November 1990.
John J. Omlor, 63 President and Chief Executive Officer, 1989
John J. Omlor Associates, Ltd., a
general business consulting firm, since
1981; Executive Vice President and
Chief Financial Officer, Paper
Manufacturers Co., a manufacturer of
office consumables, from September 1987
to September 1997. Director, Paper
Manufacturers Co. and FCG, Inc.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
AND BUSINESS DURING YEAR FIRST
LAST FIVE YEARS AND BECAME A
NOMINEE AND AGE CURRENT DIRECTORSHIPS DIRECTOR
--------------- --------------------- ----------
To be elected for a term expiring in 1999:
<C> <S> <C>
David A. Woodle, 42 President and Chief Executive Officer
since July 20, 1998; General Manager--
Strategic Systems of Raytheon Systems
Company, a company providing computer
systems integration services to
government and commercial customers,
from January 1998 to July 1998; Vice
President and General Manager, Raytheon
E-Systems, HRB Systems from June 1996
to January 1998; VP, Strategic Programs
and TMS, Raytheon E-Systems, HRB
Systems from October 1990 to June 1996.
Continuing Members of the Board of Directors--terms expiring in 2000:
Richard E. Perry, 68 Chairman since June 1986; Chief 1985
Executive Officer from July 1985 to
August 1996 and from March 1998 to July
1998; President from July 1985 to
December 1992. Director, Scientific
Systems, Inc.
Donald M. Cook, Jr., 67 Retired; formerly, President and Chief 1988
Operating Officer, SEMCOR, Inc., a
corporation providing systems
engineering and management services,
from May 1990 to January 1996.
Director, RMS Information Systems, Inc.
Javad K. Hassan, 57 President, J.K. Hassan Assoc. LLC since 1998
August 1998; President, Global
Communications Business (a division of
AMP Inc., a manufacturer of electronic
and electrical interconnection devices)
from July 1997 to August 1998;
President, Global Interconnect Systems
Business (a division of AMP Inc.) from
July 1995 to July 1997; Corporate Vice
President-Strategic Businesses, AMP
Inc. from January 1993 to July 1995;
Vice President-Technology, AMP Inc.
from 1988 to January 1993.
Continuing Members of the Board of Directors--terms expiring in 1999:
I.N. Rendall Harper, President, Chief Executive Officer and 1982
Jr., 60 Treasurer, American Micrographics
Company, Inc., a computer graphics
company, since 1977. Director, Federal
Reserve Bank of Cleveland, Keystone
Minority Capital Fund and Duquesne
University.
Dr. Frank Rusinko, Jr., Senior Scientist and Director, 1990
67 Consortium for Premium Carbon Products
from Coal, since June 1998, and Senior
Scientist and Director, Carbon Research
Center, since August 1991, College of
Earth and Mineral Sciences, The
Pennsylvania State University; Senior
Scientist and Director, The Anthracite
Institute and The Cooperative Program
in Coal Research, from July 1992 to
December 1995, College of Earth and
Mineral Sciences, The Pennsylvania
State University; Honorary President,
Intech EDM, a division of Intech
Technology, N.V., a supplier to the
electrical discharge machining after-
market, from August 1991 to December
1993; Chairman, Transor Filter, U.S.A.,
a supplier of EDM filtration systems,
since August 1991.
</TABLE>
3
<PAGE>
SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS
The following table shows, as of June 26, 1998, as to each Director and
nominee for Director of the Corporation, and as to the Chief Executive
Officer, the former Chief Executive Officers during the last fiscal year and
the executive officers of the Corporation listed in the Summary Compensation
Table included elsewhere in this Proxy Statement, and as to all of the
Corporation's Directors, Director nominees, former Chief Executive Officers
during the last fiscal year and executive officers as a group, the amount and
nature of beneficial ownership of the Corporation's Common Stock owned by such
individuals. All stock with respect to which a person has the right to acquire
beneficial ownership within 60 days is considered beneficially owned by that
person for purposes of this table even though such stock may not be actually
outstanding. Unless otherwise noted, all shares are owned directly with sole
voting and sole investment power.
<TABLE>
<CAPTION>
NAME OF BENEFICIAL AMOUNT AND NATURE OF PERCENT OF
OWNER BENEFICIAL OWNERSHIP CLASS
- ------------------ -------------------- ----------
<S> <C> <C>
Donald M. Cook, Jr. 6,500(1) *
David J. Eng 24,364(2) *
I.N. Rendall Harper, Jr. 9,000(3) *
Javad K. Hassan 1,000 *
Anne P. Jones 6,000(4) *
Chris A. Miller 16,027(5) *
Gerhard B. Nederlof 23,821(6) *
John J. Omlor 15,000(7) *
Richard E. Perry 312,886(8) 3.3%
Dr. Frank Rusinko, Jr. 6,500(9) *
Dr. James J. Tietjen 11,000(10) *
David A. Woodle(11) 0 *
Scott C. Chandler(12) 1,700 *
Donald F. Miller 15,762(13) *
All Directors, Director nominees and executive
officers as a group (18 persons) 474,921(14) 5.0%
</TABLE>
- --------
* Represents less than 1% of the Corporation's Common Stock
(1) Includes options (exercisable at June 26, 1998) to purchase 3,500 shares
of Common Stock.
(2) Includes options (exercisable at June 26, 1998 or within 60 days thereof)
to purchase 22,100 shares of Common Stock and 1,342 shares of Common
Stock held for Mr. Eng's account in the Corporation's Retirement Savings
and Profit Sharing Plans.
(3) Includes options (exercisable at June 26, 1998) to purchase 4,000 shares
of Common Stock and 2,000 shares of Common Stock owned by Mr. Harper's
wife. Mr. Harper disclaims beneficial ownership of the shares owned by
his wife.
(4) Includes options (exercisable at June 26, 1998) to purchase 2,500 shares
of Common Stock.
(5) Includes options (exercisable at June 26, 1998 or within 60 days thereof)
to purchase 13,400 shares of Common Stock and 127 shares of Common Stock
held for Mr. Miller's account in the Corporation's Retirement Savings and
Profit Sharing Plans.
(6) Includes options (exercisable at June 26, 1998 or within 60 days thereof)
to purchase 21,821 shares of Common Stock.
(7) Includes options (exercisable at June 26, 1998) to purchase 5,000 shares
of Common Stock.
(8) Includes options (exercisable at June 26, 1998) to purchase 200,000
shares of Common Stock, 12,886 shares of Common Stock held for Mr.
Perry's account in the Corporation's Retirement Savings and Profit
Sharing Plans and 100,000 shares owned by the Perry Family Limited
Partnership. Mr. Perry served as interim Chief Executive Officer from
April 7, 1998 until July 20, 1998.
(9) Includes options (exercisable at June 26, 1998) to purchase 3,500 shares
of Common Stock.
(10) Includes options (exercisable at June 26, 1998) to purchase 5,000 shares
of Common Stock.
(11) The Company's Board of Directors elected Mr. Woodle as the Company's
President and Chief Executive Officer on June 16, 1998, effective July
20, 1998.
(12) Mr. Chandler resigned from the Board of Directors and from his position
as President and Chief Executive Officer of the Company, effective April
7, 1998.
(13) Includes options (exercisable at June 26, 1998 or within 60 days thereof)
to purchase 12,300 shares of Common Stock and 315 shares of Common Stock
held for Mr. Miller's account in the Corporation's Retirement Savings and
Profit Sharing Plans.
(14) Includes the shares and options referred to in the notes above, and
options (exercisable at June 26, 1998 or within 60 days thereof) to
purchase 35,120 shares of Common Stock and 2,856 shares of Common Stock
held for the account of additional executive officers in the
Corporation's Retirement Savings and Profit Sharing Plans. A Director
disclaims beneficial ownership of 2,000 shares owned by his wife.
4
<PAGE>
ADDITIONAL INFORMATION
BOARD OF DIRECTORS
The Board of Directors held 18 meetings during the fiscal year ended June
26, 1998. Each of the incumbent Directors attended over 75 percent of the
meetings of the Board of Directors and Committees on which they served, other
than Javad K. Hassan who attended 73 percent of such meetings. During fiscal
1998, non-employee board members received an annual retainer of $7,000 if they
did not serve as the chairperson of any Committee or $7,500 if they served as
a chairperson, and $1,500 for each meeting of the Board of Directors and
$1,000 for each meeting of the Committees thereof that they attended. In
addition, under the 1989 Non-Employee Directors' Non-Qualified Stock Option
Plan, each non-employee Director receives a grant of options to purchase 1,000
shares of the Corporation's Common Stock upon his or her initial election to
that position and an annual grant of options to purchase 250 shares of the
Corporation's Common Stock thereafter. The options granted under the 1989 Non-
Employee Directors' Non-Qualified Stock Option Plan have an exercise price
equal to the fair market value of the Common Stock on the date of grant.
The standing committees of the Board are the Executive Committee, the Audit
Committee, the Compensation Committee, the Strategic Planning Committee, the
Nominating Committee and the Technology Innovation Committee. The members of
all of these committees are appointed by the Board.
EXECUTIVE COMMITTEE
The Executive Committee is currently comprised of Richard E. Perry
(Chairman), Donald M. Cook, Jr., I.N. Rendall Harper, Jr. and John J. Omlor.
During intervals between meetings of the Board of Directors, the Executive
Committee may exercise all powers of the Board of Directors in the management
of all affairs of the Corporation in such manner as the Committee deems to be
in the best interests of the Corporation. The Executive Committee met eight
times during the last fiscal year.
AUDIT COMMITTEE
The Audit Committee is currently comprised of I.N. Rendall Harper, Jr.
(Chairman), Javad K. Hassan, Anne P. Jones and Dr. Frank Rusinko, Jr. The
Audit Committee is responsible for determining the adequacy of corporate
accounting, financial and operating controls and meets with the Corporation's
internal and independent auditors to review the services rendered by them to
the Corporation. During the last fiscal year, the Audit Committee held seven
meetings.
COMPENSATION COMMITTEE
The Compensation Committee is currently comprised of Donald M. Cook, Jr.
(Chairman), Anne P. Jones and Dr. James J. Tietjen. The Compensation Committee
is responsible for managing the Corporation's 1988 Stock Option Plan (the
"1988 Plan"), the 1989 Non-Employee Directors' Non-Qualified Stock Option
Plan, the 1998 Incentive Plan (the "1998 Plan") and the Profit and Performance
Award Plan (the "Profit Plan"), and approving the compensation of officers of
the Corporation. No member of the Compensation Committee is an employee of the
Corporation, or an executive officer of a company on whose board an executive
officer of the Corporation serves as a director. The Compensation Committee
held eight meetings during the last fiscal year.
STRATEGIC PLANNING COMMITTEE
The Strategic Planning Committee, currently comprised of Richard E. Perry
(Chairman), Donald M. Cook, Jr., I.N. Rendall Harper, Jr., Javad K. Hassan,
Anne P. Jones, John J. Omlor, Dr. Frank Rusinko, Jr. and Dr. James J. Tietjen,
permits the Corporation's management to discuss strategic planning with
experienced Directors. The Strategic Planning Committee held three meetings
during the last fiscal year.
5
<PAGE>
NOMINATING COMMITTEE
The Nominating Committee, currently comprised of Richard E. Perry
(Chairman), I.N. Rendall Harper, Jr., Anne P. Jones and Dr. Frank Rusinko,
Jr., was created for the purpose of recommending nominees for election to the
Board of Directors and as Executive Officers. The Nominating Committee will
consider nominees recommended by shareholders upon submission in writing to
the Secretary of the Corporation of the names of such nominees, together with
their qualifications for service with the Corporation. The Nominating
Committee did not meet during the last fiscal year.
TECHNOLOGY INNOVATION COMMITTEE
The Technology Innovation Committee, currently comprised of Dr. James J.
Tietjen (Chairman), Javad K. Hassan, John J. Omlor and Dr. Frank Rusinko, Jr.,
provides the Corporation's management with the opportunity to discuss ways
that new technologies and engineering resources can be developed and
implemented. The Technology Innovation Committee held six meetings during the
last fiscal year.
DEADLINE FOR SHAREHOLDERS' PROPOSALS
The Corporation must receive any proposal which a shareholder wishes to
submit to the 1999 Annual Meeting of Shareholders before May 24, 1999, for
inclusion in the proxy material for that meeting. Shareholder proposals to be
presented at the 1999 Annual Meeting of Shareholders, but not included in the
proxy material relating to that meeting, must be received no later than August
7, 1999. Nothing in this paragraph shall be deemed to require the Corporation
to include in its proxy materials relating to the 1999 Annual Meeting of
Shareholders any shareholder proposal which does not meet all of the
requirements for inclusion established by the Securities and Exchange
Commission and the Corporation's By-laws at that time in effect.
6
<PAGE>
PRINCIPAL HOLDERS
The following table sets forth, as of June 26, 1998, the beneficial
ownership of the Corporation's Common Stock of each person who is known by the
Corporation to own beneficially more than 5% of the issued and outstanding
shares of the Corporation's Common Stock.
<TABLE>
<CAPTION>
NAME AND
ADDRESS OF
BENEFICIAL AMOUNT AND NATURE OF PERCENT
OWNER BENEFICIAL OWNERSHIP OF CLASS
---------- -------------------- --------
<S> <C> <C>
Salomon Smith Barney Holdings Inc. 1,124,321(1) 12.3%
388 Greenwich Street
New York, NY 10013
Fenimore Asset Management, Inc. 820,025(2) 9.0%
118 North Grand Street
Cobleskill, NY 12043
Wellington Management Company, LLP 725,000(3) 7.9%
75 State Street
Boston, MA 02109
The TCW Group, Inc. 461,900(4) 5.0%
865 South Figueroa Street
Los Angeles, CA 90017
</TABLE>
- --------
(1) Based upon an amended Schedule 13G, dated January 7, 1998, received by the
Corporation from The Travelers Group Inc. ("Travelers"), Salomon Smith
Barney Holdings Inc. ("SSB Holdings") and Smith Barney Mutual Funds
Management, Inc. ("MFM"), a registered investment advisor. MFM is a wholly
owned subsidiary of SSB Holdings and shares voting and dispositive power
with respect to 725,050 shares of the Corporation's Common Stock. SSB
Holdings, a wholly owned subsidiary of Travelers, and Travelers, both
disclaim beneficial ownership of such shares.
(2) Based upon an amended Schedule 13G, dated February 9, 1998, received by
the Corporation from Fenimore Asset Management, Inc., a registered
investment advisor, and Thomas O. Putnam.
(3) Based upon a Schedule 13G, dated January 13, 1998, received by the
Corporation from Wellington Management Company, LLP.
(4) Based upon a Schedule 13G, dated February 12, 1998, received by the
Corporation from The TCW Group, Inc. ("TCW") and Robert Day. Robert Day
may be deemed to control TCW. TCW and Robert Day both disclaim beneficial
ownership of such shares.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
REPORT OF BOARD OF DIRECTORS' COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee (the "Committee") is comprised of Mr. Cook
(Chairman), Ms. Jones and Dr. Tietjen, none of whom is or has been an officer
or employee of the Corporation.
The primary role of the Committee is to determine the compensation of the
executives of the Corporation and its subsidiaries. The Committee is
responsible for reviewing pay levels for senior executives, overseeing the
Profit and Performance Award Plan, the 1988 Stock Option Plan, the 1989 Non-
Employee Directors' Non-Qualified Stock Option Plan and the 1998 Incentive
Plan, and recommending to the full Board of Directors appropriate actions to
achieve a sound executive compensation policy in support of the Corporation's
short- and long-term business objectives.
The executive compensation programs of the Corporation are designed to
achieve three fundamental objectives: (1) attract and retain qualified
executives; (2) motivate performance to achieve specific strategic objectives
of the Corporation; and (3) align the interests of senior management with the
long-term interests of the Corporation's shareholders. At present, the basic
components of the Corporation's executive compensation
7
<PAGE>
program are base salaries, a profit incentive plan and long-term incentive
compensation. The Corporation also provides broad-based employee benefit plans
and certain other executive benefit plans. For the fiscal year ended June 26,
1998, the Committee had determined that compensation for the Chief Executive
Officer and other executive officers should be weighted in favor of more "pay
at risk" or "variable pay." During the fiscal year ended June 26, 1998, the
Committee commenced a review of the Corporation's compensation programs and
practices. Although this review is continuing, it is currently anticipated
that the Corporation's compensation practices may be modified to reflect a
more market-based base salary structure while continuing to include some
portion of variable or "at risk" pay.
Base Salary: For the fiscal year ended June 26, 1998, base salary for
officers was below the median for comparable companies, and officers were
given the opportunity to exceed this median via the officers' allocation under
the Profit Plan.
Profit Plan: Under the Profit Plan in effect for the fiscal year ended June
26, 1998, all full-time, active employees were eligible to participate except
for employees of certain subsidiaries and employees participating in a Sales
and Marketing Incentive Plan. The Profit Plan provides variable compensation
based on the relationship of the pre-incentive, pre-tax profits of the
Corporation compared to the Annual Financial Plan, endorsed by the Board of
Directors at the beginning of each fiscal year. The Profit Plan is designed to
provide incentive to management and all other employees to achieve and improve
upon the profit levels set forth in the Annual Financial Plan. Pre-incentive,
pre-tax profits must be at least 75 percent of that which is reflected in the
Company's Annual Financial Plan in order to generate a Profit Plan pool. The
minimum pool is 10 percent of pre-incentive, pre-tax profits and the maximum
pool is 20 percent. Further, the Profit Plan pool is allocated to various sub-
pools for distribution, based upon the employee's classification. Each
employee's payout is the ratio of his or her base earnings to the total base
earnings of all employees in their sub-pool. If the pre-incentive, pre-tax
profits of the Corporation are between 75 percent and 100 percent of the those
set forth in the Annual Financial Plan, then the officers as a whole will be
allocated 10.6 percent of the total pool, to be allocated among them as
described in the previous sentence. If the pre-incentive, pre-tax profits of
the Corporation exceed 100 percent of those set forth in the Annual Financial
Plan, then the officers as a whole will be allocated a sub-pool of 37 percent
of the incremental pre-incentive, pre-tax profits in excess of that at 100
percent of the Annual Financial Plan. Amounts payable under the Profit Plan
are paid in quarterly installments to certain employees, with the remainder of
employees, including officers, eligible for an annual payment under the plan.
Long-Term Incentive Compensation: On April 29, 1998, the Board of Directors
adopted the 1998 Incentive Plan as a successor to the 1988 Plan. The purposes
of the 1988 Plan and the 1998 Plan are to benefit the Corporation by providing
increased incentive to employees, to aid the Corporation in attracting and
retaining qualified employees and to promote the identification of such
persons' interests with those of the Corporation's shareholders. All active,
full-time employees of the Corporation are eligible to receive stock options,
which are granted at a price equal to the current fair market value of the
Corporation's stock and will be of value to the employee only if the stock
value increases over time. In addition to stock options, under the 1998 Plan,
all employees are eligible to receive restricted stock (which are awards that
give the participant the right to receive shares of common stock at the end of
a specified period if he or she continues to be an employee of the Corporation
at the end of such period), performance shares (which are awards to receive
shares of common stock if certain performance goals are met) and performance
units (which are awards to receive a fixed dollar amount, payable in cash,
common stock or a combination of such if certain performance goals are met).
Stock option awards generally vest over a five-year or four-year period and
expire in ten or eight years. Consistent with these purposes, options were
granted under the 1988 Plan to certain of the Corporation's executive officers
during the fiscal year ended June 26, 1998.
The Corporation has a Supplemental Retirement Plan for a select group of
management employees. Participants who have been such for ten years and remain
employees until age 65, will receive a supplemental retirement benefit of
$18,000 a year payable for 15 years. Participants who have been such for five
years and are age 60 or older or who have been a participant for ten years and
are age 55 or older, may elect to retire and
8
<PAGE>
receive a reduced supplemental retirement benefit. The years of service
requirements were waived for three executive officers who had participated in
the Supplemental Retirement Plan prior to the amendment of such plan to
include years of service requirements. Beneficiary benefits are a part of this
plan.
The Corporation maintains certain broad-based employee benefit plans in
which senior executives participate. These plans include Retirement Savings
and Profit Sharing Plans, life and health insurance plans, and change of
control agreements. These plans are not directly tied to the Corporation's
performance.
Chief Executive Compensation: On June 16, 1998, David A. Woodle was
appointed President and Chief Executive Officer of the Corporation, effective
July 20, 1998. The Corporation has entered into an employment agreement with
Mr. Woodle, pursuant to which he has agreed to serve as President and Chief
Executive Officer of the Corporation for a term of two years ending on July
19, 2000. The agreement provides for an annual base salary of $200,000
(subject to annual review by the Committee), as well as certain fringe
benefits. The agreement further provides that Mr. Woodle is eligible to
participate in the Corporation's profit incentive plan then in effect. In
accordance with the terms of his agreement, Mr. Woodle was granted an option
for the purchase of 50,000 shares of the Corporation's Common Stock of the
Corporation under the 1988 Plan, vesting over a four-year period at a rate of
12,500 shares per year. The agreement also provides that in the event that Mr.
Woodle's employment with the Corporation is terminated involuntarily within 18
months of a change of control (defined as ownership of 30 percent or more of
the Corporation's voting stock or a merger, sale of 50 percent or more of the
assets of the Corporation or a change in a majority of Directors), Mr. Woodle
would be entitled to receive two times his annual salary, two times the
Corporation's annual 401(k) matching contribution made on his behalf and
continuation of health and other insurance programs and other fringe benefits
for a period of two years. Mr. Woodle would also receive an amount in cash
equal to two times the amount that would have been paid to him under the
Corporation's profit incentive plan then in effect. In addition, all
outstanding options held by Mr. Woodle would become immediately exercisable
and remain exercisable until the original expiration date of such options,
subject to the requirements of the Internal Revenue Code. Mr. Woodle will be
entitled to the same benefits described above if, within two years following
such a change of control, he resigns based on his good faith belief that his
status or responsibilities with the Corporation has or have diminished
subsequent to a change of control.
The Committee determined the terms and provisions of Mr. Woodle's
compensation arrangements in its subjective discretion, based, at least in
part, upon the Committee's evaluation of the Corporation's need to attract,
motivate and retain highly qualified executive officers. Such terms and
provisions were determined as a result of negotiations between the Committee
and Mr. Woodle.
Submitted by,
Donald M. Cook, Jr., Chairman
Anne P. Jones
Dr. James J. Tietjen
9
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the compensation
received by certain executive officers of the Corporation.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
----------------------------------- ------------
ALL
OTHER OTHER
ANNUAL COMPEN-
NAME AND PRINCIPAL FISCAL COMPEN- OPTIONS SATION
POSITION YEAR SALARY($) BONUS($) SATION($) (#) ($)(1)
------------------ ------ --------- -------- --------- ------------ -------
<S> <C> <C> <C> <C> <C> <C>
David A. Woodle(2) 1998 -- -- -- -- --
President and Chief 1997 -- -- -- -- --
Executive Officer 1996 -- -- -- -- --
Richard E. Perry(3) 1998 $205,776 $42,564 $ 31,638(4) -- $ 6,454
Chairman 1997 $153,851 $ 4,095 $ 7,200 25,000 $10,790
1996 $200,000 $48,741 $ 7,200 50,000 $ 8,239
Scott C. Chandler (5) 1998 $180,302 -- $ 5,400(6) 25,000(7) $12,504
President and Chief 1997 $173,839 $51,212 $ 1,800 50,000 $55,210
Executive Officer 1996 -- -- -- -- --
Chris A. Miller 1998 $111,440 $25,690 $ 928(8) 20,000 $ 6,903
Vice President-Finance, 1997 $ 94,898 $ 2,327 $ 1,401 -- $ 6,305
Secretary and Treasurer 1996 $ 86,986 $20,852 -- 13,500 $ 6,961
Gerhard B. Nederlof(9) 1998 $135,114 $31,148 $119,034(10) 20,000 $ 6,905
Senior Vice President-- 1997 $118,217 $ 2,568 $ 25,106 -- --
Marketing and Services 1996 $ 96,515 $27,563 $ 13,000 5,375 --
David J. Eng(11) 1998 $116,904 $26,950 $ 250(12) 20,000 $ 7,029
Senior Vice President-- 1997 $101,825 $ 2,388 $ 250 -- $ 6,679
Sales 1996 $ 93,323 $22,644 $ 650 5,375 $ 7,653
Donald F. Miller 1998 $102,118 $23,541 $ 1,113(13) 17,000 $ 6,194
Vice President, Opera-
tions & 1997 $ 89,905 $ 2,204 $ 1,477 -- $ 5,978
Manufacturing 1996 $ 81,196 $13,109 $ 294 12,000 $ 5,014
</TABLE>
- --------
(1) Consists of the Corporation's matching contributions to the Corporation's
employees' retirement savings plans for the account of the persons
indicated in fiscal year 1998.
(2) The Company's Board of Directors elected Mr. Woodle as the Company's
President and Chief Executive Officer on June 16, 1998, effective July 20,
1998.
(3) Includes compensation for acting as interim Chief Executive Officer from
April 7, 1998 until July 20, 1998.
(4) Includes $1,800 payment for car allowance and $29,838 reimbursement for
financial and tax planning.
(5) Mr. Chandler served as President and Chief Executive Officer of the
Corporation from August 13, 1996 until his resignation, effective April 7,
1998.
(6) Represents payment for car allowance.
(7) These options were cancelled when Mr. Chandler terminated his employment
with the Corporation.
(8) Represents travel savings sharing of $428 and miscellaneous bonus of $500.
(9) Mr. Nederlof was appointed Senior Vice President-Marketing, Business
Development and Services effective March 1, 1997 and was appointed to his
present position effective September 1, 1998. He had previously served in
several executive sales positions with the Corporation.
(10) Represents relocation expenses of $112,107, housing allowance of $4,088,
transportation allowance of $2,215 and miscellaneous bonus of $624.
(11) Mr. Eng was appointed Senior Vice President-Worldwide Sales effective
March 1, 1997 and was appointed to his present position effective
September 1, 1998. He had previously served in several executive sales
positions with the Corporation.
(12) Represents miscellaneous bonus.
(13) Represents travel savings sharing.
10
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information concerning the grant of stock
options during the 1998 fiscal year to the executive officers named in the
summary compensation table. All such grants were made under the Corporation's
1988 Stock Option Plan.
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK
PRICE
APPRECIATION
FOR OPTION
INDIVIDUAL GRANTS TERM(1)
------------------------------------------ ----------------
% OF TOTAL
OPTIONS
GRANTED TO EXERCISE
OPTIONS EMPLOYEES OR BASE
GRANTED(2) IN FISCAL PRICE EXPIRATION
NAME (#) YEAR ($/SH) DATE 5%($) 10%($)
---- ---------- ---------- -------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
David A. Woodle(3) -- -- -- -- -- --
Richard E. Perry -- -- -- -- -- --
Scott C. Chandler 15,000(4) 1.8% $ 11.25 n/a (4) $80,571 $192,981
10,000(4) 1.2% $15.875 n/a (4) $75,796 $181,545
Chris A. Miller 12,000 1.4% $ 9.75 7/22/05 $55,862 $154,384
8,000 1.0% $ 14.75 6/16/06 $56,340 $145,236
Gerhard B. Nederlof 12,000 1.4% $ 9.75 7/22/05 $55,862 $154,384
8,000 1.0% $ 14.75 6/16/06 $56,340 $145,236
David J. Eng 12,000 1.4% $ 9.75 7/22/05 $55,862 $154,384
8,000 1.0% $ 14.75 6/16/06 $56,340 $145,236
Donald F. Miller 10,000 1.2% $ 9.75 7/22/05 $46,552 $128,654
7,000 0.8% $ 14.75 6/16/06 $49,297 $127,081
</TABLE>
- --------
(1) The amounts shown under these columns are the result of calculations at
the 5% and 10% rates required by the Securities and Exchange Commission
and are not intended to forecast future appreciation of the Corporation's
stock price.
(2) The options were granted at an exercise price equal to the fair market
value of the Corporation's Common Stock on the date of grant. Unless
otherwise indicated, the options become exercisable in increments of 25%
per year over four years, beginning on the first anniversary of the date
of grant.
(3) The Company's Board of Directors elected Mr. Woodle as the Company's
President and Chief Executive Officer on June 16, 1998, effective July 20,
1998.
(4) Mr. Chandler terminated his employment with the Corporation effective
April 7, 1998 at which time these options were cancelled.
11
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table sets forth information concerning the exercise of stock
options during the 1998 fiscal year by the executive officers named in the
summary compensation table.
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY(2)
OPTIONS OPTIONS
AT AT
FY/END (#) FY/END ($)(3)
SHARES ACQUIRED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) VALUE REALIZED ($)(1) UNEXERCISABLE UNEXERCISABLE
---- --------------- --------------------- ------------- -----------------
<S> <C> <C> <C> <C>
David A. Woodle(4) -- -- -- --
Richard E. Perry -- -- 200,000/0 $ 1,440,625/$ 0
Scott C. Chandler(5) -- -- 0 $ 0
Chris A. Miller -- -- 8,400/28,700 $27,150/$ 126,250
Gerhard B. Nederlof -- -- 17,198/27,621 $121,458/$145,510
David J. Eng -- -- 14,725/32,275 $38,500/$ 150,500
Donald F. Miller 3,000 $27,900 8,100/25,400 $17,550/$ 106,875
</TABLE>
- --------
(1) Represents the market value of option shares on the date the options were
exercised, less the exercise price. The value realized was determined
without consideration of taxes payable as a result of exercise.
(2) "In-the-Money" options are options with an exercise price less than the
market price of the Corporation's Common Stock at June 26, 1998.
(3) Based on the market value of $17.875 per share on June 26, 1998.
(4) The Company's Board of Directors elected Mr. Woodle as the Company's
President and Chief Executive Officer on June 16, 1998, effective July 20,
1998.
(5) Mr. Chandler terminated his employment with the Corporation effective
April 7, 1998, at which time all of his outstanding options were
cancelled.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS
In June 1998, the Corporation and Mr. Woodle entered into an employment
agreement. This agreement is described in the "Report of Board of Directors'
Compensation Committee on Executive Compensation" in this Proxy Statement.
On July 21, 1997, the Corporation and Mr. Perry entered into an amended and
restated employment agreement which renewed and extended Mr. Perry's
employment until October 31, 2000 (subject to retirement in Mr. Perry's
discretion upon 30 days' notice). As amended, the agreement provides that Mr.
Perry will serve as the Chairman of the Corporation's Board of Directors for
which he will be entitled to receive an annual base salary of $100,000 and
incentive compensation as a participant in the Corporation's profit incentive
plan then in effect. The agreement also provides that options granted to Mr.
Perry under the 1988 Plan shall continue to be exercisable following his
retirement (or other termination of employment) for a period equal to the
lesser of five years or the stated expiration date of the options. Upon Mr.
Perry's retirement (or death prior to retirement), the agreement provides for
continuing payments to Mr. Perry of $50,000 per year for his life (and, upon
his death, for the life of his spouse). In addition, the agreement provides
that in the event of a change in control (defined as ownership of 30 percent
or more of the Corporation's voting stock or a merger, sale of substantially
all the assets of the Corporation or a change in a majority of Directors),
which results within 18 months in involuntary termination of employment, he
shall be entitled to receive two times his then annual salary plus any awards
under any incentive compensation plans, two times the Corporation's annual
401(k) matching contribution made on his behalf, continuation of health and
other insurance programs and other fringe benefits for a period of two years,
plus cash sufficient to purchase a paid-up annuity of $1,000 a month for life.
In addition, all outstanding options held by Mr. Perry will become immediately
exercisable (if not already exercisable), and shall remain exercisable until
the original expiration date of such options, subject to the requirements of
the Internal Revenue Code.
12
<PAGE>
Mr. Perry will be entitled to the same benefits described above if, within two
years following such a change of control, he resigns based on his good faith
belief that his status or responsibilities with the Corporation has or have
diminished subsequent to a change of control.
The Corporation and Mr. Nederlof entered into an employment agreement in
1992 which expired at the end of 1996. On July 30, 1997, the Corporation and
Mr. Nederlof entered into a new employment agreement which provides that Mr.
Nederlof will serve as the Corporation's Senior Vice President-Marketing,
Business Development and Services (Mr. Nederlof's title was subsequently
changed to Senior Vice President-Marketing and Services effective September 1,
1998) until November 3, 1999. The agreement provides for an annual base salary
of $115,000 through June 27, 1997, and $128,000 thereafter, subject to annual
review by the Corporation. The agreement also provides Mr. Nederlof with
incentive compensation as a participant in the Corporation's profit incentive
plan then in effect, an annual supplemental retirement benefit of $18,000 per
year pursuant to the Corporation's Supplement Retirement Plan and certain
other fringe benefits. In addition, the agreement provided for an initial
relocation expense payment of $36,900 paid from March to June 1997 and a final
relocation expense payment of $120,000 to be paid on or before June 26, 1998
in connection with Mr. Nederlof's relocation to State College, Pennsylvania,
with such final relocation expense payment subject to full or partial
repayment in the event Mr. Nederlof voluntarily resigned from his employment
with the Corporation during the one year period following the date of the
agreement.
In addition, the Corporation has a change of control agreement with each of
the Corporation's officers (other than Messrs. Perry and Woodle) which becomes
effective upon a change in control of the Corporation, as defined in the
agreement. In the event an officer is terminated involuntarily within 18
months after a change in control, the officer shall be entitled to: (a) two
times annual salary; (b) two times the Corporation's contribution to the
officer's Retirement Savings & Profit Sharing Plan; (c) the sum of the prior
two years' awards from the profit incentive plan then in effect; (d) 24
months' coverage under the Corporation's various health insurance plans; (e)
benefits payable under the Supplemental Retirement Plan, even if the officer
has not yet attained age 55; and (f) all outstanding stock options become
immediately exercisable. If the officer resigns within 18 months after a
change in control, the officer shall be entitled to the same benefits as from
an involuntary termination if: (a) the officer determines there has been a
significant change in his/her responsibilities or duties; or (b) the officer's
base salary is reduced by more than ten percent; or (c) the officer is
required to relocate more than 40 miles from his/her former place of work. The
Corporation is responsible for the fees and expenses of counsel (up to a
maximum of $500,000) and any additional amount required to "gross up" the
amount paid to cover federal and state income taxes payable by such officer
relating to such payments that the officer incurs in the enforcement of his or
her rights under this agreement by litigation or other legal action.
13
<PAGE>
LOGO
PERFORMANCE GRAPH
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG C-COR ELECTRONICS, INC.
NASDAQ MARKET INDEX AND PEER GROUP INDEX
<TABLE>
<CAPTION>
COMPANY/INDEX FISCAL YEAR ENDED
- ------------- ---------------------------------------------------
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
C-COR Electronics, Inc. 100.00 169.23 376.07 246.15 145.30 244.44
PEER GROUP 100.00 117.85 168.43 164.63 211.08 250.19
NASDAQ Market Index 100.00 109.66 128.61 161.89 195.02 258.52
</TABLE>
ASSUMES $100 INVESTED ON JULY 1, 1993
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING JUNE 26, 1998
Peer Group consists of the publicly traded equipment vendors as listed in
Multichannel News. For 1998, these companies were ADC Telecommunications,
Inc.; Amphenol Corp. (Class A); Antec Corp.; Broadband Technologies, Inc.;
CommScope, Inc.; CSG Systems International Inc.; Enterprise Software Inc.
(formerly known as IndeNet Inc.); General Instrument Corp.; General
Semiconductor, Inc.; Harmonic Lightwaves, Inc.; Oak Industries, Inc.; PICO
Products, Inc.; Scientific-Atlanta Inc.; USCS International Inc. and Wegener
Corporation. In July 1997, General Instrument, Inc. effected a split-up of its
businesses into three publicly-traded companies: General Semiconductor, Inc.;
CommScope, Inc. and NextLevel Systems, Inc. NextLevel Systems, Inc. changed
its name to General Instrument Corp. in 1998. The companies included in the
Multichannel News list may change from year to year.
14
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's officers and Directors, and persons who own more than ten
percent of a registered class of the Corporation's equity securities, to file
with the Securities and Exchange Commission ("SEC") initial reports of
ownership and reports of changes in ownership of Common Stock and other equity
securities of the Corporation. Officers, Directors and ten-percent
shareholders are required by SEC regulation to furnish the Corporation with
copies of all Section 16(a) forms they file. To the Corporation's knowledge,
based solely on a review of the copies of such reports furnished to the
Corporation and written representations that no other reports were required
during the fiscal year ended June 26, 1998, its officers, Directors and ten-
percent shareholders complied with all applicable Section 16(a) filing
requirements.
INDEPENDENT AUDITORS
KPMG Peat Marwick LLP, independent certified public accountants, audited the
consolidated financial statements of the Corporation for the fiscal year ended
June 26, 1998. Representatives of KPMG Peat Marwick LLP are expected to attend
the 1998 Annual Meeting of Shareholders, will have the opportunity to make a
statement if they desire to do so and are expected to be available to answer
appropriate questions. The Board of Directors has selected KPMG Peat Marwick
LLP as the independent public accountants to audit the Corporation's
consolidated financial statements for the fiscal year ending June 25, 1999.
OTHER MATTERS
Management does not know of any matters to be brought before the meeting
other than those referred to herein. If any other matters properly come before
the meeting, the persons designated as proxies will vote thereon in accordance
with their best judgment.
It is important that proxies be returned promptly. Each shareholder who does
not expect to attend the meeting in person is urged to sign and date the
enclosed form of proxy and return it by mail. No postage is necessary if it is
mailed in the United States.
By order of the Board of Directors,
/s/ Chris A. Miller
CHRIS A. MILLER
Vice President-Finance, Secretary
and Treasurer
September 21, 1998
15
<PAGE>
[PROXY CARD]
C-COR ELECTRONICS, INC. PROXY SOLICITED ON BEHALF OF THE
STATE COLLEGE, PA BOARD OF DIRECTORS OF THE
CORPORATION FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD OCTOBER 13, 1998
PROXY
The undersigned hereby appoints Richard E. Perry, Donald M. Cook, Jr.
and Javad K. Hassan, and each of them, attorneys and proxies, with power of
substitution in each of them to vote and act for and on behalf of the
undersigned at the Annual Meeting of Shareholders of C-COR Electronics, Inc. to
be held on Tuesday, October 13, 1998, and at all adjournments thereof, according
to the number of shares which the undersigned would be entitled to vote if then
personally present, as indicated hereon and in their discretion upon such other
business as may come before the meeting, all as set forth in the notice of the
meeting and in the proxy statement furnished herewith, copies of which have been
received by the undersigned; hereby ratifying and confirming all that said
attorneys and proxies may do or cause to be done by virtue hereof.
IT IS AGREED THAT UNLESS OTHERWISE MARKED ON THE REVERSE HEREOF SAID
ATTORNEYS AND PROXIES ARE APPOINTED WITH AUTHORITY TO VOTE FOR THE ELECTION OF
DIRECTORS AND TO VOTE IN THEIR DISCRETION ON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
(PLEASE FILL IN, SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE)
1
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES LISTED HEREIN.
---
1. ELECTION OF DIRECTORS
FOR all nominees listed at right NOMINEES:
FOR A TERM EXPIRING IN 2001:
(except as marked Anne P. Jones
to the contrary below) [_] Dr. James J. Tietjen
John J. Omlor
WITHHOLD AUTHORITY to FOR A TERM EXPIRING IN 1999:
vote for all nominees David A. Woodle
listed at right [_]
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S
NAME IN THE SPACE BELOW.
__________________________________________________
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
SIGNATURE_____________ SIGNATURE______________ DATED ________ ,1998
(SEAL) (SEAL)
NOTE: SIGNATURE SHOULD BE THE SAME AS THE NAME PRINTED ABOVE: EXECUTORS,
ADMINISTRATORS, TRUSTEES, GUARDIANS, ATTORNEYS AND OFFICERS OF CORPORATIONS
SHOULD ADD THEIR TITLE WHEN SIGNING.
2
