INTERMAGNETICS GENERAL CORP, PRE 14A, 1997-09-12

INTERMAGNETICS GENERAL CORP
PRE 14A, 1997-09-12
MISCELLANEOUS FABRICATED METAL PRODUCTS

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<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant / /
Filed by a Party other than the Registrant / /

Check the appropriate box:

/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12

INTERMAGNETICS GENERAL CORPORATION
- -----------------------------------------------------------------------------
(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)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:

----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:

----------------------------------------------------------------------

5) Total fee paid:

----------------------------------------------------------------------

/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

___________________________________________________________________________
2) Form, Schedule or Registration Statement No.:

___________________________________________________________________________
3) Filing Party:

___________________________________________________________________________
4) Date Filed:

___________________________________________________________________________

<PAGE>

[GRAPHIC OMITTED]

INTERMAGNETICS GENERAL CORPORATION

---------------------

Notice of Annual Meeting of Shareholders
November 11, 1997
---------------------

TO THE SHAREHOLDERS OF
INTERMAGNETICS GENERAL CORPORATION:

Notice is hereby given that the annual meeting of shareholders of
INTERMAGNETICS GENERAL CORPORATION (the "Company") will be held at the AMERICAN
STOCK EXCHANGE, 86 Trinity Place, New York, New York on November 11, 1997, at
3:00 p.m. local time, for the following purposes:

1. To elect five directors;

2. To vote upon a proposal to amend the Company's Certificate of
Incorporation to increase the number of authorized shares of Common
Stock; and

3. To transact such other business as may properly come before the
meeting or any adjournments thereof.

Only shareholders of record as of the close of business on September 19,
1997 are entitled to notice of the annual meeting and to vote at the annual
meeting and any adjournments thereof.
By order of the Board of Directors,

CATHERINE E. ARDUINI
Corporate Secretary

Latham, New York
September 22 , 1997

REGARDLESS OF WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING, YOU ARE URGED TO COMPLETE, SIGN AND RETURN THE
ENCLOSED PROXY IN THE ENVELOPE PROVIDED, WHICH REQUIRES
NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>

INTERMAGNETICS GENERAL CORPORATION

450 Old Niskayuna Road
P.O. Box 461
Latham, New York 12110
-------------------------
PROXY STATEMENT

1997 Annual Meeting of Shareholders
-------------------------

This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Intermagnetics General Corporation (the
"Company") for use at the 1997 annual meeting of shareholders to be held at the
AMERICAN STOCK EXCHANGE, 86 Trinity Place, New York, New York on November 11,
1997, at 3:00 p.m. local time, and at any adjournments thereof. This proxy
statement and the accompanying proxy are expected to be distributed to
shareholders on or about October 7, 1997.

The cost of solicitation of proxies will be borne by the Company. In
addition to the use of the mails, proxies may be solicited by telephone by
officers and directors and a small number of regular employees of the Company
who will not be specially compensated for such services. The Company will also
request banks and brokers to solicit proxies from their customers, where
appropriate, and will reimburse such persons for reasonable expenses incurred
in that regard.

The Company's annual report to shareholders for the fiscal year ended May
25, 1997, including financial statements, was mailed to shareholders with this
proxy statement but does not constitute a part of this proxy statement. KPMG
Peat Marwick LLP has served as the Company's independent accountants since
November 9, 1994, and KPMG Peat Marwick LLP is expected to continue to serve in
such capacity during the current fiscal year. The Company has requested that a
representative of KPMG Peat Marwick LLP attend the 1997 annual meeting of
shareholders. Such representative will have an opportunity to make a statement,
if he or she desires, and will be available to respond to appropriate
shareholder questions.

On September 16, 1997, the Company effected a two percent (2%) stock
dividend with respect to all shareholders of record, except treasury shares, as
of August 26, 1997. All share numbers and per share data in this proxy
statement have been adjusted to reflect that stock dividend. The new shares
issued to shareholders as a result of the stock dividend will be eligible to
vote at the 1997 annual meeting.
<PAGE>

VOTING AT THE MEETING

Holders of shares of Common Stock of record at the close of business on
September 19, 1997 are entitled to vote at the meeting. As of that date, there
were ____________ shares of Common Stock outstanding.

The Company presently has no other class of stock outstanding and entitled
to be voted at the meeting. The presence in person or by proxy of shareholders
entitled to cast one-third of all votes entitled to be cast at the meeting
constitutes a quorum.

Shares cannot be voted at the meeting unless the holder of record is
present in person or by proxy. The enclosed proxy is a means by which a
shareholder may authorize the voting of his or her shares at the meeting. The
shares of Common Stock represented by each properly executed proxy will be
voted at the meeting in accordance with each shareholder's directions. If any
other matters are properly presented to the meeting for action, the proxy
holders will vote the proxies (which confer discretionary authority to vote on
such matters) in accordance with their best judgment.

The five directors are to be elected through cumulative voting by a
plurality of the votes cast. With respect to the election of directors, each
shareholder is entitled to cast as many votes as the number of his or her
shares multiplied by the number of directors to be elected and may cast all of
such votes for a single director or may distribute such votes among the number
of directors to be voted for as such shareholder may see fit. With respect to
any other matter to be voted upon by the shareholders, each share of record is
entitled to one vote.

Under rules promulgated by the Securities and Exchange Commission (the
"SEC"), boxes and a designated blank space are provided on the proxy card for
shareholders to mark if they wish to withhold authority to vote for one or more
nominees for director. Votes withheld in connection with the election of one or
more of the nominees for director will not be counted as votes cast for such
individuals.

Shareholders are urged to specify their choice(s) by marking the
appropriate boxes on the enclosed proxy card. If no choice has been specified
by record holders (including brokers) submitting proxies, the shares will be
voted as recommended by the Board of Directors. Brokerage firms that are
members of the New York Stock Exchange or the American Stock Exchange and hold
shares in street name for customers may have the authority under the rules of
such exchanges to vote in their discretion on behalf of their clients if such
clients have not furnished voting instructions within ten days of the
shareholders' meeting.

Execution of the accompanying proxy will not affect a shareholder's right
to attend the meeting and vote in person. Any shareholder giving a proxy has
the right to revoke it by giving written or oral notice of revocation to the
Corporate Secretary of the Company, or by delivering a subsequently executed
proxy, at any time before the proxy is voted.

Special Note

Your proxy vote is important. Accordingly, you are asked to complete, sign
and return the accompanying proxy card whether or not you plan to attend the
meeting. If you plan to attend the meeting to vote in person and your shares
are registered with the Company's transfer agent in the name of your broker or
bank, you must secure a legal proxy from your broker or bank assigning voting
rights to you for your shares.

2
<PAGE>

ELECTION OF DIRECTORS

The Restated Certificate of Incorporation of the Company classifies the
Board of Directors into two classes having staggered terms of two years each.
The Board of Directors consists of such number of directors as is fixed from
time to time by resolution adopted by a majority of the entire Board of
Directors. The Board of Directors currently consists of eight members. J.E.
Goldman has chosen to retire effective October 31, 1997, but has agreed, at the
Board's request, to continue to advise the Board, from time to time as
requested, in the capacity of a "director emeritus."

Five directors are to be elected to hold office until the election and
qualification of their respective successors. Four of the directors are to be
elected to a two-year term ending in 1999. The fifth director is to be elected
to succeed Goldman, who was serving a term that expires in 1998. Therefore,
this fifth director's term will expire in 1998. The Board of Directors has
nominated for election as directors Joseph C. Abeles, Thomas L. Kempner, Stuart
A. Shikiar and Sheldon Weinig, for a two-year term ending in 1999. Abeles,
Kempner, Shikiar and Weinig are presently directors of the Company. The Board
also has nominated for election as director James S. Hyde, for a one year term
ending in 1998. Hyde does not presently serve as a director of the Company.

All nominees have consented to be named and to serve if elected. Unless
otherwise instructed by the shareholders, the persons named in the proxies will
vote the shares represented thereby for the election of such nominees. The
Board of Directors believes all nominees will be able to serve as directors. If
this should not be the case, however, the proxies may be voted for a substitute
nominee to be designated by the Board of Directors. Shareholders may vote
cumulatively for any or all of the nominees or their substitutes. It is the
Company's intention to have the proxy holders exercise such cumulative voting
rights to elect the maximum number of the nominees listed below or their
substitutes. The Board of Directors of the Company unanimously recommends a
vote FOR each of the nominees.

Requirements for Advance Notification of Nominations

Article SIXTH of the Company's Restated Certificate of Incorporation
prohibits a nominee from being elected a director unless the name of the
nominee, together with such consents and information concerning present and
prior occupations, transactions with the Company or its subsidiaries, and other
matters as may at the time be required by, or pursuant to, the by-laws, is
filed with the Corporate Secretary of the Company no later than the time fixed
by, or pursuant to, the by-laws immediately preceding the annual or special
meeting at which such person is to be a candidate for director.

Section 2.03(b) of the Company's by-laws provides that any shareholder
entitled to vote for the election of directors at a meeting may nominate a
director for election if written notice of the shareholder's intent to make
such a nomination is received by the Corporate Secretary of the Company not
less than 14 days nor more than 50 days prior to any meeting of the
shareholders called for the election of directors, with certain exceptions.
This section does not apply to nominations for which proxies are solicited
under applicable regulations adopted by the SEC under the Securities Exchange
Act of 1934. The notice must contain, or be accompanied by, the following:

(a) the name and address of the shareholder who intends to make the
nomination;

(b) a representation that the shareholder is a holder of record of the
Company's voting stock and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice;

3
<PAGE>

(c) such information regarding each nominee as would be required in a
proxy statement filed pursuant to the SEC's proxy rules had proxies been
solicited with respect to the nominee by the Board of Directors of the
Company;

(d) a description of all arrangements or understandings among the
shareholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to
be made by the shareholder; and

(e) the consent of each nominee to serve as director of the Company if
so elected.

Pursuant to the above requirements, appropriate notices in respect of
nominations for directors must be received by the Corporate Secretary of the
Company no later than October 29, 1997.

Information Regarding Nominees for Election as Directors
and Regarding Continuing Directors

The information provided herein as to personal background has been
provided by each director and nominee as of July 15, 1997.

------------------------------------------------------

NOMINEES FOR ELECTION FOR TERMS EXPIRING IN 1999
------------------------------------------------------

<TABLE>
<CAPTION>
Year First
Principal Occupations During the Past Five Became
Name of Director Age Years and Certain Directorships Director
- -------------------------- ----- --------------------------------------------------- -----------
<S> <C> <C> <C>
Joseph C. Abeles ...... 82 Private investor; director of Bluegreen Corpora- 1986
tion, Ultralife Batteries, Inc. and IGENE Biotech-
nology, Inc.
Thomas L. Kempner ...... 70 Chairman and Chief Executive Officer, Loeb Part- 1988
ners Corporation, an investment banking firm;
director Alcide Corporation, The Arlen Corpora-
tion, Roper Starch Worldwide, Inc., IGENE Bio-
technology, Inc., Energy Research Corporation,
Northwest Airlines, Inc. and CCC Information
Services Group, Inc.
Stuart A. Shikiar ...... 51 President, Shikiar Asset Management, Inc., which 1995
is a registered investment advisory company;
director of Bluegreen Corporation and Ultralife
Batteries, Inc.
Sheldon Weinig ......... 69 Adjunct Professor, Columbia University and State 1993
University of New York at Stony Brook; former
Vice Chairman of Sony Engineering & Manufac-
turing of America ("Sony"); former Chairman of
Materials Research Corporation (Materials
Research Corporation was acquired by Sony);
director Insituform Technology Inc., Aseco Corpo-
ration, U.S. Cast Polymer Inc. and Kentek Infor-
mation Systems, Inc.
</TABLE>

4
<PAGE>

------------------------------------------------------

NOMINEE FOR ELECTION FOR TERM EXPIRING IN 1998
------------------------------------------------------

------------------------------------------------------

CONTINUING DIRECTORS SERVING TERMS EXPIRING IN 1998
------------------------------------------------------

5
<PAGE>

General Information Concerning the Board of Directors and its Committees

The Board of Directors of the Company met on seven (7) occasions in the
fiscal year ended May 25, 1997. The by-laws of the Company provide that the
Board of Directors, by resolution adopted by a majority of the entire Board of
Directors, may designate an Executive Committee or other committees, each of
which shall consist of three or more directors. The Board of Directors annually
elects from its members the Compensation, Audit, and Nominating Committees.
During the last fiscal year, each director attended at least 75% of the
aggregate of the meetings of the Board of Directors and the committee or
committees on which he served.

Compensation Committee. The Compensation Committee is presently composed
of Abeles (Committee Chairman), David, Goldman and Kempner. It is the
responsibility of the Compensation Committee to review the recommendations of
the Chief Executive Officer of the Company as to the appropriate level of
compensation for the Company's principal executive officers and certain other
key personnel and to recommend to the Board of Directors the compensation of
the Chief Executive Officer. The Compensation Committee also allocates benefits
available under the Management Incentive Compensation Program to participants
and grants options under the Company's stock option plan. See "Executive
Compensation." This Committee met six (6) times during fiscal year 1997.

Audit Committee. The Audit Committee is presently composed of David
(Committee Chairman), Shikiar and Weinig. This Committee meets with the
Company's independent accountants to review the scope of auditing procedures
and the Company's accounting procedures and controls. The Committee also
provides general oversight with respect to the accounting principles employed
in the Company's financial reporting. The Audit Committee met once during
fiscal year 1997.

Nominating Committee. The Nominating Committee is presently composed of
Weinig (Committee Chairman), Abeles, David and Shikiar. This Committee, in
addition to the entire Board of Directors, considers candidates for director of
the Company. It is the present policy of the Nominating Committee also to
consider nominees who are recommended by shareholders. Shareholders desiring to
submit the names of, and any pertinent data with respect to, such nominees
should send this information in writing to the Chairman of the Nominating
Committee, in care of the Company. The Nominating Committee met once during
fiscal year 1997.

Director Remuneration

Directors of the Company receive $750 per month for their service to the
Company in such capacity and a fee of $1,000 for each meeting of the Board of
Directors that such director attends.

Pursuant to the Company's 1990 Stock Option Plan, each director who is not
an employee of the Company receives, without the exercise of any discretion by
any person, non-qualified stock options to purchase 2,193 shares of Common
Stock as of the first business day of each calendar quarter for each year that
the 1990 Stock Option Plan remains in existence. Such options vest in
accordance with the 1990 Stock Option Plan. The option exercise price per share
is equal to the fair market value of a share of Common Stock as of the date of
grant and the options have a term of five years from the date of grant.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Ownership of Common Stock by Directors and Officers

The following table sets forth certain information with respect to shares
of Common Stock beneficially owned by each director and nominee for director of
the Company, by each of the executive officers named in the Summary
Compensation Table, and by all directors and executive officers of the Company
as a group. This

6
<PAGE>

information has been provided by each of the directors and executive officers
as of July 15, 1997, at the request of the Company and includes shares held by
participants in the IGC Savings Plan and shares subject to stock options and
similar rights held by each individual or group to the extent such rights are
exercisable within 60 days of the date as to which information is provided.

<TABLE>
<CAPTION>
Number of Shares Beneficially Percentage of
Beneficial Owner Owned(1) Class(2)
- ----------------------------------------------- ------------------------------- --------------
<S> <C> <C>
Joseph C. Abeles(3) ........................... 343,007 2.7
John M. Albertine ........................... 510 --
Edward E. David, Jr.(4) ..................... 21,929 0.2
J.E. Goldman(5) .............................. 60,711 0.5
James S. Hyde .............................. 51,449 0.4
Thomas L. Kempner(6) ........................ 131,074 1.0
Carl H. Rosner(7) ........................... 538,916 4.2
Sheldon Weinig(8) ........................... 20,425 0.2
Stuart A. Shikiar(9) ........................ 52,373 0.4
Leo Blecher(10) .............................. 16,690 0.1
Charles J. Dannemann(11) ..................... 53,580 0.4
Gary L. Hamilton(12) ........................ 29,808 0.2
Michael C. Zeigler(13) ........................ 52,186 0.4
Bruce A. Zeitlin(14) ........................ 36,178 0.3
All executive officers and directors as a group
(17 persons)(15) ........................... 1,547,057 11.9
</TABLE>

- ------------

(1) Nature of ownership consists of sole voting and investment power unless
otherwise indicated. The share numbers in this table have been adjusted to
reflect a two percent (2%) stock dividend distributed by the Company on
September 16, 1997 to all shareholders of record as of August 26, 1997.

(2) Percentages of less than 0.1% have not been indicated. The percentage for
each individual or group is based on the aggregate of the shares
outstanding as of July 15, 1997, which was 12,484,662 (as adjusted to
reflect the two percent (2%) stock dividend), and all shares issuable to
such individual or group upon the exercise of outstanding stock options or
similar rights to the extent such rights are exercisable within 60 days of
such date.

(3) Includes 36,663 shares held by Mr. Abeles' spouse, as to which shares Mr.
Abeles disclaims beneficial ownership. Also includes presently exercisable
options to purchase 26,316 shares.

(4) Includes presently exercisable options to purchase 21,198 shares.

(5) Includes presently exercisable options to purchase 26,316 shares.

(6) Includes 63,952 shares held by trusts of which Mr. Kempner is a trustee. Of
these shares, Mr. Kempner disclaims beneficial ownership as to 43,220
shares. Also includes presently exercisable options to purchase 26,316
shares.

(7) Includes presently exercisable options to purchase 203,710 shares; also
includes 31,095 shares held by Mr. Rosner's spouse, as to which shares Mr.
Rosner disclaims beneficial ownership.

(8) Includes presently exercisable options to purchase 19,737 shares.

7
<PAGE>

(9) Includes 1,071 shares held in custody for Mr. Shikiar's son, and 27,677
shares owned by clients of his investment advisory company for which
beneficial ownership is disclaimed although he has both voting and
investment power for such shares.

(10) Represents presently exercisable options to purchase 16,690 shares.

(11) Represents presently exercisable options to purchase 53,580 shares.

(12) Represents presently exercisable options to purchase 29,808 shares.

(13) Includes presently exercisable options to purchase 50,107 shares.

(14) Includes presently exercisable options to purchase 28,848 shares.

(15) Includes presently exercisable options to purchase 531,683 shares, and
includes certain shares as to which beneficial ownership is disclaimed.
Excludes James S. Hyde who currently is neither a director nor officer of
the Company.

8
<PAGE>

PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

Proposed Amendment

The Board of Directors is seeking shareholder approval of a proposal to
amend the Certificate of Incorporation of the Company to increase the number of
shares of Common Stock authorized to be issued by the Company from 20 million
to 40 million. The proposed amendment is set forth in the following resolution
to change Article THIRD of the Company's Certificate of Incorporation:

RESOLVED: That Article THIRD of the Restated Certificate of Incorporation
be amended to read: "THIRD: The corporation shall have the authority to
issue 40 million shares of Common Stock, par value $.10 per share."

The Board of Directors approved the amendment to the Certificate of
Incorporation on September 11, 1997

The Company has ______ shares outstanding as of September 19, 1997. An
additional 2,112,986 shares of Common Stock have been authorized for issuance
upon exercise of options granted or to be granted under the Company's 1990
Stock Option Plan. In addition, 1,485,498 shares have been reserved for
issuance upon conversion of the Company's 5.75% Convertible Debentures due in
fiscal year 2003, and 1,200,000 shares are reserved for issuance upon exercise
of warrants issued or issuable to Sumitomo Corporation of America.

The Board of Directors believes that the increase in the number of
authorized shares of Common Stock is desirable so that such shares of Common
Stock would be available for issuance from time to time, without further action
or authorization by the shareholders, except as required by law, if needed for
such proper corporate purposes as may be determined by the Board of Directors.
Such corporate purposes might include the acquisition of additional capital
funds through public offerings of shares of Common Stock or equity or debt
securities convertible into shares of Common Stock, the acquisition by the
Company of other companies through the issuance of shares of its Common Stock,
and the declaration of stock splits or stock dividends.

The Company has no immediate plans nor are there any existing or proposed
agreements or understandings to issue any of the additional 20,000,000 shares
of Common Stock which are the subject of this Proposal. However, the Board of
Directors believes that having the additional shares of Common Stock available
would enable the Board to act promptly and with flexibility, and without the
expense and delay of a special meeting of shareholders, when issuance of such
shares is warranted.

Vote Required for Approval

The vote of a majority of the shares of Common Stock issued and
outstanding as of the record date that are cast either in favor or against the
proposed amendment is required to approve such amendment. An abstention shall
not constitute a vote cast. If the proposed amendment is approved, the
Certificate of Incorporation of the Company shall be amended and restated in
its entirety to incorporate such amendment, subject to such changes in the
language of the amendment as may be required by the New York State Department
of State upon filing of such restated Certificate of Incorporation therewith.

The Board of Directors of the Company unanimously recommends a vote FOR
approval of the proposed amendment to the Company's Certificate of
Incorporation.

9
<PAGE>

EXECUTIVE COMPENSATION

The following table summarizes for the past three years the annual and
long-term compensation of those persons who were, at May 25, 1997, the
Company's Chief Executive Officer, the other four most highly compensated
executive officers, and one executive officer who would have been one of the
four most highly compensated executive officers, but who was no longer serving
in that capacity at the end of the 1997 fiscal year.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Annual Long Term
--------------------------------------------------------- ----------------------------
Award of
Other Annual Stock All Other
Fiscal Year Salary Bonus Compensation Options Compensation
Position ($) ($) ($) ($) (#) ($)
- --------------------------------------- ------------- --------- --------------- -------------- --------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Carl H. Rosner 1997 357,500 68,820(1) 18,039(2) 76,500 55,388(3)
Chairman and Chief 1996 332,503 65,118(1) -- 20,808 55,816(3)
Executive Officer 1995 297,517 20,994(1) 40,724(2) 13,394 72,858(3)

Leo Blecher 1997 132,691 10,500 -- 7,650 1,915(4)
Vice President - General Manager - 1996 116,155 7,500 -- 10,404 1,819(4)
Magnet Business Group 1995 110,202 -- -- 10,045 1,652(4)

Charles J. Dannemann 1997 135,059 -- -- -- --
Sr. Vice President - 1996 150,001 -- -- -- --
Operations(5) 1995 11,539 -- -- 85,728 --

Gary L. Hamilton 1997 142,616 5,500 65,365(6) 10,200 2,172(7)
Sr. Vice President- 1996 154,255 15,000 -- 2,601 2,392(7)
General Manager - 1995 134,216 -- -- -- 2,010(7)
InterCool Energy Corporation

Michael C. Zeigler 1997 140,000 12,500 -- 15,300 7,569(8)
Senior Vice President- 1996 131,500 15,000 -- 2,601 7,780(8)
Finance & Chief Financial Officer 1995 122,512 5,000 -- 5,358 7,770(8)

Bruce A. Zeitlin 1997 140,500 7,000 43,897(9) -- 13,826(10)
Corporate Vice President- 1996 133,912 20,000 -- 10,404 14,086(10)
General Manager - APD Cryogenics Inc. 1995 121,561 10,000 -- 5,358 14,599(10)
</TABLE>

- ------------

(1) Includes $68,820, $65,118 and $20,994 earned by Mr. Rosner as an incentive
compensation bonus for fiscal years 1996, 1995 and 1994 performance,
respectively, and paid in fiscal years 1997, 1996 and 1995, respectively,
pursuant to an employment agreement between the Company and Mr. Rosner.

(2) Represents payments in lieu of vacation time accrued but unused during the
calendar years, pursuant to an employment agreement between the Company
and Mr. Rosner, in the amounts of $18,039 for 1997 and $40,724 for 1995.

(3) Includes the Company's share of contributions on behalf of Mr. Rosner to
the IGC Savings Plan (401k) in the amounts of $3,291, $3,102 and $2,435
for fiscal years 1997, 1996 and 1995, respectively, and payments on behalf
of Mr. Rosner under the Company's Supplemental Income Plan and
Supplemental Retirement Plan in the amounts of $16,516, $16,741 and
$25,176 for fiscal years 1997, 1996 and 1995, respectively. These amounts
also include $16,268, $22,098 and $24,247 for fiscal years 1997, 1996 and
1995, respectively, paid

10
<PAGE>

by the Company for a life insurance policy and a disability policy on Mr.
Rosner for the benefit of Mr. Rosner. The amount for fiscal year 1997 also
includes $15,750 and options to acquire 6,000 shares of common stock of
Ultralife Batteries, Inc. ("ULBI") received by Mr. Rosner for service as a
director of ULBI. The options have been valued at $3,563 by taking the
difference between the option exercise price and the closing price of
$10.375 per share for ULBI stock as of May 23, 1997 (the last trading day
for ULBI stock during the Company's fiscal year 1997). The amount for
fiscal year 1996 also includes $13,500 and options to acquire 6,000 shares
of common stock of ULBI received by Mr. Rosner for service as a director of
ULBI. The options have been valued at $375 by taking the difference between
the option exercise price and the closing price of $15.00 per share for
ULBI stock as of May 26, 1996 (the last trading day for ULBI stock during
the Company's fiscal year 1996). The amount for fiscal year 1995 also
includes $12,750 and options to acquire 6,000 shares of common stock of
ULBI received by Mr. Rosner for service as a director of ULBI. The options
have been valued at $8,250 by taking the difference between the option
exercise price and the closing price of $17.00 per share for ULBI stock as
of May 28, 1995 (the last trading day for ULBI stock during the Company's
fiscal year 1995). See "Compensation Committee Interlocks and Insider
Participation".

(4) Consists of the Company's share of contributions on behalf of Mr. Blecher
to the IGC Savings Plan (401k) in the amounts of $1,915, $1,819 and $1,652
for fiscal years 1997, 1996 and 1995, respectively.

(5) In April, 1997, Mr. Dannemann resigned his position with the Company to
pursue other interests.

(6) Consists of relocation reimbursement of $65,365 for fiscal year 1997.

(7) Consists of the Company's share of contributions on behalf of Mr. Hamilton
to the IGC Savings Plan (401k) in the amounts of $2,172, $2,392 and $2,010
for fiscal years 1997, 1996 and 1995, respectively.

(8) Includes the Company's share of contributions on behalf of Mr. Zeigler to
the IGC Savings Plan (401k) in the amounts of $2,097, $2,092 and $1,987
for fiscal years 1997, 1996 and 1995, respectively, and payments on behalf
of Mr. Zeigler under the Company's Supplemental Income Plan and
Supplemental Retirement Plan in the amounts of $5,472, $5,688 and $5,783
for fiscal years 1997, 1996 and 1995, respectively.

(9) Consists of relocation reimbursement of $43,897 for fiscal year 1997.

(10) Includes the Company's share of contributions on behalf of Mr. Zeitlin to
the IGC Savings Plan (401k) in the amounts of $2,158, $2,050 and $2,005
for fiscal years 1997, 1996 and 1995, respectively; payments on behalf of
Mr. Zeitlin under the Company's Supplemental Income Plan and Supplemental
Retirement Plan in the amounts of $11,668, $12,036 and $12,594 for fiscal
years 1997, 1996 and 1995, respectively.

11
<PAGE>

OPTION GRANTS IN LAST FISCAL YEAR

The following table summarizes stock options granted during the fiscal
year ended May 25, 1997 to the persons named in the Summary Compensation Table.
No stock appreciation rights have been granted by the Company nor is the grant
of such rights currently provided for in the Company's 1990 Stock Option Plan.

<TABLE>
<CAPTION>
Individual Grants
----------------------------------------------------------------
Potential Realizable
Value at Assumed
Percent of Annual Rates of
Total Options Stock Price
Granted to Appreciation for
Options Employees Exercise Option Term(1)
Granted in Fiscal Price Expiration ----------------------
Name (#) 1997 (per share) Date 5% 10%
- ---------------------------- --------------- --------------- ------------- ------------ ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Carl H. Rosner ............ 76,500(2) 27.8% $ 9.865 5/13/02 $208,502 $460,735
Leo Blecher ............... 7,650(3) 2.8% $10.294 3/13/07 $ 49,525 $125,506
Charles J. Dannemann ...... -- -- -- -- -- --
Gary L. Hamilton ......... 10,200(4) 3.7% $11.765 1/31/02 $ 33,155 $ 73,263
Michael C. Zeigler ......... 15,300(3) 5.6% $10.294 3/13/07 $ 99,050 $251,012
Bruce A. Zeitlin ......... -- -- -- -- -- --
</TABLE>

- ------------
(1) Potential Realizable Values are based on an assumption that the stock price
of the Common Stock starts equal to the exercise price shown for each
particular option grant and appreciates at the annual rate shown
(compounded annually) from the date of grant until the end of the option
term. These amounts are reported net of the option exercise price (which
may be paid by delivery of already-owned shares of Common Stock), but
before any taxes associated with the exercise or subsequent sale of the
underlying stock. The actual value, if any, an optionholder may realize
will be a function of the extent to which the stock price exceeds the
exercise price on the date the option is exercised and also will depend on
the optionholder's continued employment through the vesting period. The
actual value to be realized by the optionholder may be greater or less
than the values estimated in this table.

(2) Options vest May 13, 1998.

(3) Options vest in five equal annual installments beginning on the first
anniversary date. Options were granted on March 13, 1997.

(4) Options vest in three equal annual installments beginning on the first
anniversary date. Options were granted on January 31, 1997.

12
<PAGE>

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES

The following table summarizes option exercises during the fiscal year
ended May 25, 1997, and the value of vested and unvested options, for the
persons named in the Summary Compensation Table at May 25, 1997.

<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
May 25, 1997 May 25, 1997(1)
Shares Acquired Value ------------------------------ -----------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ----------------------- ----------------- ---------- ------------- --------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Carl H. Rosner ...... 29,598 $199,035 203,710 111,762 $1,160,454 $177,891
Leo Blecher ......... -- -- 14,372 26,832 $ 47,551 $ 39,086
Charles J.Dannemann -- -- 53,580 -- -- --
Gary L. Hamilton ...... -- -- 29,808 25,676 $ 52,875 $ 2,196
Michael C. Zeigler ... 3,804 $ 42,909 47,347 28,714 $ 231,043 $ 40,428
Bruce A. Zeitlin ...... -- -- 26,088 16,978 $ 133,583 $ 19,616
</TABLE>

- ------------
(1) Based on the closing price of the Common Stock as reported on the American
Stock Exchange on that date ($11.642), net of the option exercise price.

RETIREMENT PLANS

Pension Plan. The Company maintains a qualified, defined benefit pension
plan (the "Pension Plan"). All employees 21 years of age and older who have
completed one year of credited service participate in the Pension Plan.
Participating employees receive certain defined benefits under the Pension Plan
upon their normal or early retirement from the Company's employ or upon death.
Subject to certain maximum benefit ceilings set forth in the Pension Plan and
assuming normal retirement at age 65, a participant will have annual pension
equal to the following:

<TABLE>
<CAPTION>
For each year of credited service: Annual pension benefits will equal the aggregate of:
- ------------------------------------------ -------------------------------------------------------------
<S> <C>
Prior to February 1, 1985 ............... 1% of base salary (excluding bonuses, commissions, etc.)
plus 1% of such salary that exceeded $6,600.
From February 1, 1985 such salary that 1% of base salary plus 1% of the social security taxable
exceeded until November 30, 1989 ...... wage base.
After December 1, 1989 .................. 1.05% of base salary plus .65% of such salary that exceeds
Covered Compensation (Covered Compensation is the
average of the social security taxable wage bases in effect
for each year during the 35-year period ending in the year
in which an individual reaches his or her retirement age, as
determined by the Social Security Act).
</TABLE>

The Company contributes the funds necessary to provide for the benefits
set forth in the Pension Plan, at such times and in such amounts as are
required by actuarial schedules or government regulations.

13
<PAGE>

The estimated projected annual benefits under the Pension Plan for Rosner,
Blecher, Hamilton, Zeigler and Zeitlin, assuming level future salary and normal
retirements, are approximately $58,603, $34,855, $46,584, $45,609 and $60,265,
respectively. Mr. Dannemann resigned from the Company prior to the vesting of
his benefits under the Pension Plan.

Supplemental Retirement Plan. The Company's Supplemental Retirement Plan,
adopted in 1985, provides additional retirement benefits to selected
executives of the Company. Under the plan, the Company has entered into
agreements with such executives, which agreements provide that, on retirement
at age 65, the participant will receive additional retirement benefits payable
in equal monthly installments over 180 months. For a participant who elects to
retire after age 62 but before age 65, the amount of the retirement benefits
are actuarially reduced.

The projected annual benefits under the Supplemental Retirement Plan for
Rosner, Zeigler and Zeitlin, assuming continued funding for the requisite
period and normal retirements, are $32,916, $36,088 and $80,196, respectively.

Supplemental Income Plan. The Company's Supplemental Income Plan provides
death benefits to families of certain corporate officers and certain key
employees. In general, the Supplemental Income Plan provides that, in the event
of a participant's death prior to age 65, the participant's beneficiaries will
receive periodic payments in the first year following the participant's death
equal to 50% of his or her base salary, and additional payments in each
subsequent year (until the participant would have reached age 65) equal to 25%
of his or her base salary. The Company has purchased insurance contracts in
respect of each participant to fund the Company's obligations under the
Supplemental Income Plan, the costs of which are disclosed for the named
executives in the Summary Compensation Table.

Certain Employment Arrangements

Effective June 1, 1992, Mr. Rosner and the Company entered into an
employment agreement (the "Rosner Agreement") pursuant to which Mr. Rosner
would serve as President and Chief Executive Officer of the Company from June
1, 1992 to May 31, 1995 (the "Employment Term") and as a consultant to the
Company for five fiscal years thereafter (the "Consulting Term"). The Board of
Directors of the Company voted on June 9, 1994 to approve an extension of the
Employment Term of the Rosner Agreement for an additional two years. On May 13,
1997, the Board of Directors voted to approve an additional extension of the
Employment Term under which Mr. Rosner will serve as Chief Executive Officer
for an additional two year term. Under the Rosner Agreement, as most recently
extended, Mr. Rosner receives a salary of not less than $275,000 per year, plus
a minimum annual bonus of not less than 1% of the Company's net income before
taxes and extraordinary items. During the Consulting Term, Mr. Rosner will be
paid a consulting fee equal to 50% of his annual salary at the end of the
Employment Term, and an incentive bonus of not less than 1/2% of the Company's
income before taxes. During the Consulting Term, Mr. Rosner is expected to
devote up to twenty hours per week to the business of the Company. Any time
required beyond the twenty hours will be compensated at a rate equal to 125% of
Mr. Rosner's then applicable hourly compensation rate. Upon execution of the
original Rosner Agreement, Mr. Rosner was granted a non-qualified stock option
(the "Initial Option") to purchase 162,317 shares of Common Stock at an
exercise price of $4.989 per share, which was equal to the closing price of the
Company's Common Stock on September 22, 1992. One-third of the Initial Option
was exercisable upon shareholder approval of the 1990 Plan amendment submitted
to the shareholders at the 1992 annual meeting, an additional one-third became
exercisable on May 31, 1993, and the remaining one-third became exercisable on
May 31, 1994. Upon approval of the 1997 extension of the Rosner Agreement, Mr.
Rosner was granted a non-qualified option to purchase 76,500

14
<PAGE>

shares of Common Stock (the "Extension Option") at a price of $9.865 per share,
which was equal to the closing price of the Company's Common Stock on May 13,
1997. The Extension Option will fully vest on May 13, 1998. At the commencement
of the Consulting Term, Mr. Rosner will be granted a non-qualified stock option
(the "Consulting Option") to purchase 80,391 shares of Common Stock (subject to
adjustments for future stock dividends or splits) at a price equal to the
closing price on the date of grant. The Consulting Option will have a five-year
term and will vest in three annual installments commencing one year after the
date of grant. The Rosner Agreement also provides that if Mr. Rosner is
terminated or resigns as an employee under certain circumstances after either a
change in control of the Company, accumulation by any person of 30% or more of
the voting power of the Company's capital stock or a significant change in the
composition of the Board of Directors, he would be entitled to receive an
amount equal to the sum of three times his annual salary and certain other
extraordinary payments.

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended May 25, 1997, Abeles (Chairman), David,
Goldman and Kempner served as members of the Compensation Committee.

The Company owns approximately 12% of the outstanding common stock of
Ultralife Batteries, Inc. ("ULBI"), a publicly-traded company of which Mr.
Abeles is a co-founder and a director. Pursuant to a Share Purchase Agreement,
dated January 23, 1992 between the Company and ULBI, the Company purchased the
ULBI common stock in a series of transactions during its fiscal years 1992 and
1993. The Company paid an aggregate purchase price of $4,548,000 in cash and
$2,952,000 in the Company's Common Stock. The Share Purchase Agreement also
obligated ULBI to increase the number of members on its Board of Directors to
include a nominee of the Company. Mr. Rosner is currently serving on the Board
of Directors of ULBI as the Company's nominee. Mr. Shikiar, another member of
the Company's Board of Directors, is also a director of ULBI.

REPORT OF COMPENSATION COMMITTEE

The following report shall not be deemed incorporated by reference by any
general statement incorporating by reference this proxy statement into any
filing under the Securities Act of 1933 or under the Securities Exchange Act of
1934, except to the extent that Intermagnetics General Corporation specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such Acts.

The Compensation Committee of the Board of Directors sets the compensation
policies for the executive officers of the Company, recommends the annual base
salary, annual incentive compensation and grant of long term incentive
compensation for the Company's chief executive officer, and approves the annual
base salary, annual incentive compensation and grant of long term incentive
compensation for all other executive officers of the Company. In fulfilling
this duty, the Compensation Committee has sought to establish a policy that
enables the Company to attract, retain and reward executive officers who
contribute substantially to the success of the Company, and aligns executive
compensation with the creation of long-term value for the Company's
shareholders.

The Compensation Committee views executive compensation as comprised of
three essential components: long-term incentive compensation, annual base
salary and annual incentive compensation.

Long Term Incentive Compensation. The Compensation Committee views
long-term incentive compensation as the cornerstone of executive compensation.
The Compensation Committee believes that long-term executive compensation
should be closely linked to the creation of shareholder value. In this regard,
the Compensation Committee believes that the grant of stock options to the
Company's executive officers under the Company's

15
<PAGE>

stock option plans focuses the attention of the Company's executives on the
important task of creating long-term shareholder value. In awarding stock
options to the executive officers of the Company, the Compensation Committee
generally considers a variety of factors, including the potential impact of an
executive officer on shareholder value and industry practice with respect to
such awards. Options are typically granted at the market price on the date of
grant. Because vesting ceases should the executive leave the Company's
employment, the Compensation Committee believes that the stock options also
serve to retain the Company's executive officers.

Annual Base Salary. In establishing executive annual base salaries, the
Compensation Committee has established a policy of setting payments
competitively. In determining the competitiveness of individual salaries, the
Compensation Committee periodically gathers information regarding the base
salaries paid within the industry to other individuals with comparable
responsibilities. In connection with establishing base salaries in light of the
competitive ranges, the Compensation Committee weighs the allocation of
responsibilities among the executive officers within the Company and the
relevant experience of each such executive officer.

Annual Incentive Compensation. The Compensation Committee believes that an
important component of annual compensation is incentive compensation. The
Compensation Committee has established a Management Incentive Compensation
Program (the "MIC Program") pursuant to which cash awards may be granted to
officers and key employees of the Company. The size and availability of a cash
award under the MIC Program are entirely at the discretion of the Compensation
Committee, and subject to certain individual and Company performance objectives
established by the Compensation Committee for each executive officer. In
establishing the performance objectives for an executive officer under the MIC
Program, the Compensation Committee considers such factors as the executive
officer's responsibilities and potential impact upon the Company's performance.
With respect to awards made solely within the discretion of the Compensation
Committee under the MIC Program, the Compensation Committee typically grants
awards where an executive officer has not necessarily fully achieved the
predetermined performance objectives, but where the executive officer has
nonetheless materially contributed to the achievement of identifiable results
that enhance shareholder value over the longer term. Finally, the Compensation
Committee has established a specific bonus for Mr. Rosner as Chief Executive
Officer under the terms of Mr. Rosner's employment agreement. Under the terms
of his employment agreement, Mr. Rosner is entitled to a bonus equal to one
percent of the Company's pretax net income for each of fiscal years 1993, 1994,
1995, 1996, 1997, 1998 and 1999. The Compensation Committee believes that this
bonus complements long term and annual compensation by keeping Mr. Rosner's
performance attuned to the Company's profitability.

The Compensation Committee believes that the compensation received by each
of the five highest paid executive officer's of the Company for its fiscal year
1997 was reasonable in view of the Company's consolidated performance and the
contribution of those officers to that performance.

In particular, the Compensation Committee believes that the compensation
received during fiscal year 1997 by the Company's Chief Executive Officer, Carl
H. Rosner, reflected his very strong contribution to the Company. Consistent
with the requirements of the Rosner Agreement, Mr. Rosner received a salary of
$357,500 and an annual bonus (based upon the Company's pretax net income for
fiscal year 1997) of $40,346. (The annual bonus was paid to Mr. Rosner in
fiscal year 1998.) Mr. Rosner also received nonqualified stock options on May
13, 1997 to purchase 76,500 shares of the Company's Common Stock at an exercise
price of $9.865 per share. These non-qualified options were subject to vesting
one year from the date of grant. The non-qualified options expire on May 13,
2002.

The Compensation Committee notes that Mr. Rosner's salary falls within the
competitive range established for the position of Chief Executive Officer. The
Compensation Committee also believes that the annual bonus

16
<PAGE>

served its intended purpose of retaining Mr. Rosner's focus on the Company's
bottom line and the growth of book value per share during a time of increased
competitiveness and slow growth in the Company's core markets. (See chart below
for growth in book value per share between 1993 and 1997.) At the same time,
the non-qualified options granted to Mr. Rosner worked successfully to focus
his attention on the important task of creating long-term shareholder value, as
evidenced by the chart below showing Book Value Per Share, and the Stock
Performance Graph on the next page.

COMPENSATION COMMITTEE OF THE BOARD OF
DIRECTORS OF INTERMAGNETICS GENERAL
CORPORATION
[See attached SHAREHOLDERS'
EQUITY GRAPH]

Book Value Per Share

1993 1994 1995 1996 1997
$4.22 $4.50 $4.82 $5.61 $5.86

Joseph C. Abeles, Chairman
Edward E. David, Jr.
J.E. Goldman
Thomas L. Kempner

17
<PAGE>

STOCK PERFORMANCE GRAPH

The following graph compares the cumulative total shareholder return on
the Company's Common Stock for the past five fiscal years with similar returns
for (i) a composite index of the American Stock Exchange ("AMEX"), and (ii) a
peer group of companies selected by the Company for purposes of the comparison
and described more fully below (the "Peer Group"). Dividend reinvestment has
been assumed and, with respect to companies in the Peer Group, the returns of
each such company have been weighted at each measurement point to reflect
relative stock market capitalization. There can be no assurance that the
performance of the Company's Common Stock will continue in a manner similar to
the trend depicted on the graph.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG INTERMAGNETICS GENERAL CORPORATION, AMEX
COMPOSITE INDEX AND PEER GROUP*

Intermagnetics vs AMEX vs Peer Group Index
Indexed Price Comparison
From 1992 to 1997

350 |-------------------------------------------------------------------------|
| |
| * |
300 |-------------------------------------------------------------------------|
| |
| * |
250 |-------------------------------------------*-----------------------------|
| |
| |
200 |-----------------------------------------------------------%------------*|
| |
| |
150 |-----------------------------------------------------------&------------&|
| & %|
| & & % |
100 |--------------------*----------------------------------------------------|
| % % |
| |
50 |-------------------------------------------------------------------------|
| |
| |
0 |-------------------------------------------------------------------------|
FY 93 FY 94 FY 95 FY 96 FY 97
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
FY 92 FY 93 FY 94 FY 95 FY 96 FY 97
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Intermagnetics General Corporation * 100.00 91.74 310.00 251.84 262.52 203.50
- ---------------------------------------------------------------------------------------------
AMEX & 100.00 111.03 111.72 124.34 155.55 151.55
- ---------------------------------------------------------------------------------------------
Peer Group % 100.00 87.72 89.14 111.25 194.53 145.85
- ---------------------------------------------------------------------------------------------
</TABLE>

- ------------
* Assumes $100 invested on May 31, 1992 in Intermagnetics General Corporation
Common Stock, AMEX Composite Index and Peer Group.

18
<PAGE>

The selection of a peer group posed some difficulty because the Company
does not believe there are any publicly-traded companies devoted exclusively or
even substantially to all of the same markets in which the Company competes.
The Company believes that many of its strongest competitors are either not
publicly traded in the U.S., or consist of subsidiaries or divisions of large
corporations. Hence, the Company selected a peer group consisting of
publicly-traded high technology companies (including those in the development
stage) that (a) have less than $200 million in annual revenues, and (b) either
compete against the Company in one or more of its several markets or otherwise
participate in one or more of its several markets.

The companies in the Peer Group that compete against the Company in one or
more of its several markets consist of Helix Technology Corporation, a
manufacturer of cryogenic equipment and American Superconductor Corp., a
development stage company working with high temperature superconductors.

The companies in the Peer Group that otherwise participate in markets in
which the Company is active (but do not compete against the Company in such
markets) consist of Analogic Corp., a manufacturer of data acquisition and
processing hardware for various markets (including diagnostic imaging markets),
Biomagnetic Technologies, Inc., a small company developing a diagnostic imaging
system based upon the direct measurement of bio-electrical activity in the
brain, Advanced NMR Systems, Inc., a development stage company developing
electronics and software for ultra-high speed magnetic resonance imaging,
Hologic, Inc., a manufacturer and distributor of x-ray imaging equipment, Lunar
Corp., a manufacturer and distributor of medical imaging equipment, and
Superconductor Technologies, Inc., a development stage company developing
advanced electronic products incorporating HTS materials.

In providing the foregoing graph for informational purposes, the Company
notes that as a general rule, development stage companies do not have
meaningful revenues relative to their substantial product development expenses.
Hence, unlike the Company's Common Stock, the value of equity securities of
development stage companies are based primarily on speculation regarding the
potential success of such companies in bringing a novel product to market
successfully.

CERTAIN TRANSACTIONS

See "Certain Employment Arrangements" and "Compensation Committee
Interlocks and Insider Participation" under "Executive Compensation."

OTHER MATTERS

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file with
the Securities and Exchange Commission initial reports of ownership and reports
of changes in ownership of Common Stock and other equity securities of the
Company. Officers, directors and greater than ten-percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.

To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended May 25, 1997, all Section
16(a) filing requirements applicable to its officers, directors and more than
ten-percent beneficial owners were complied with.

The Board of Directors is not aware of any matters not set forth herein
that may come before the meeting. If, however, further business properly comes
before the meeting, the persons named in the proxies will vote the shares
represented thereby in accordance with their judgment.

19
<PAGE>

SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING

Shareholders may submit proposals on matters appropriate for shareholder
action at annual meetings in accordance with regulations adopted by the
Securities and Exchange Commission. In order to be considered for inclusion in
the proxy statement and form of proxy relating to the 1998 annual meeting, such
proposals must be received by the Company not later than May 24, 1998.
Proposals should be directed to the attention of the Corporate Secretary of the
Company.

ANNUAL REPORT ON FORM 10-K

The Company will furnish without charge to each person whose proxy is
being solicited, upon the written request of such person, a copy of the
Company's annual report on Form 10-K, as amended, for the fiscal year ended May
25, 1997, including the financial statements and schedules thereto, but
excluding exhibits. Requests for copies of such report should be directed to
the Company's Investor Relations Department.

By order of the Board of Directors,

CATHERINE E. ARDUINI
Corporate Secretary

20
<PAGE>
INTERMAGNETICS GENERAL CORPORATION
Proxy for Annual Meeting of Shareholders, November 11, 1997

The undersigned hereby appoints Carl H. Rosner and Michael C. Zeigler or
any one of them acting singly with full power of substitution, the proxy or
proxies of the undersigned to attend the Annual Meeting of Shareholders of
Intermagnetics General Corporation to be held on November 11, 1997, and any
adjournments thereof, to vote all shares of stock that the undersigned would be
entitled to vote if personally present in the manner indicated below and on the
reverse side and on any other matters properly brought before the meeting or
any adjournments thereof, all as set forth in the September 22, 1997 proxy
statement.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
INTERMAGNETICS GENERAL CORPORATION

PLEASE MARK YOUR CHOICE LIKE THIS /X/ IN BLUE OR BLACK INK
I PLAN TO ATTEND MEETING / /

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THESE PROPOSALS

1. Election of the following nominees as directors (voting cumulatively as set
forth in the September 22, 1997 proxy statement): Joseph C. Abeles, James
S. Hyde, Thomas L. Kempner, Stuart A. Shikiar, Sheldon Weinig.

<S> <C> <C> <C>
For all Withhold for Withhold for the following only: To cumulate votes for individual directors, fill
nominees all nominees (Write the name of the nominee(s) in the name of the nominee(s) below and indi-
in the space below) cate such votes:

/ / / /
------------------------------- ------------------------------------------------

</TABLE>

THIS PROXY IS CONTINUED ON THE REVERSE SIDE, PLEASE DATE, SIGN AND RETURN
PROMPTLY.

2. Approval of amendment to Certificate of Incorporation to increase the number
of outstanding shares of common stock authorized to be issued by the
Company and the restatement of the Certificate of Incorporation to
incorporate the Certificate amendment.

For Against Abstain
/ / / / / /

(Signature should be exactly as
name or names appear on this
proxy. If stock is held
jointly, each holder should
sign. If signing is by
attorney, executor,
administrator, trustee or
guardian, please give full
title.)

Date
-------------------------------

Signature
-------------------------------

This Proxy will be Voted FOR
All of the Above Matters Unless
Otherwise Indicated, and in the
Discretion of the Proxies on
All Other Matters Properly
Brought Before the Meeting.