<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 /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 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 10, 1998
---------------------
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 10, 1998, at
3:00 p.m. local time, for the following purposes:
1. To elect five directors;
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 18,
1998 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 28, 1998
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
1998 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 1998 annual meeting of shareholders to be held at the
AMERICAN STOCK EXCHANGE, 86 Trinity Place, New York, New York on November 10,
1998, 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 6, 1998.
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
31, 1998, 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 1998 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 17, 1998, the Company effected a two percent (2%) stock
dividend with respect to all shareholders of record, except treasury shares, as
of August 27, 1998. 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 1998 annual meeting.
<PAGE>
VOTING AT THE MEETING
Holders of shares of Common Stock of record at the close of business on
September 18, 1998 are entitled to vote at the meeting. As of that date, there
were 12,412,383 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. At a meeting on May 21, 1998, the Board approved a resolution
increasing the number of directors to nine. At that meeting, the Board also
appointed Glenn H. Epstein as a director effective from May 22, 1998 until the
next regularly scheduled election of directors at the Company's 1998 Annual
Meeting of Shareholders.
Five directors are to be elected to hold office until the election and
qualification of their respective successors. The Board of Directors has
nominated for election as directors Carl H. Rosner, John M. Albertine, Edward
E. David, Jr., Glenn H. Epstein and James S. Hyde for a two-year term ending in
2000. All of the nominees currently serve as directors of the Company.
The 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;
(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;
3
<PAGE>
(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 27, 1998.
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, 1998.
------------------------------------------------------
NOMINEES FOR ELECTION FOR TERMS EXPIRING IN 2000
------------------------------------------------------
<TABLE>
<CAPTION>
Year First
Principal Occupations During the Past Five Became
Name of Director Age Years and Certain Directorships Director
- ------------------------------ ----- --------------------------------------------------- -----------
<S> <C> <C> <C>
Carl H. Rosner ............... 69 Chairman of the Company since its formation in 1971
1971 and Chief Executive Officer since early in
1984; director of Ultralife Batteries, Inc.
John M. Albertine ............ 54 Chairman and CEO of Albertine Enterprises, 1997
Inc.(an economic forecasting and public policy
firm), since 1994; director of Thermo Electron
Corporation, Thermo Information Solutions Cor-
poration, U.S. Cast Products, Inc. and American
Precision Industries, Inc.
Edward E. David, Jr. ......... 73 President, EED Inc. (technology and research 1987
management advisors); principal, Washington
Advisory Group, LLC; director of Spacehab Inc.,
InterVU, Inc., Medjet Inc. and Protein Polymer
Technologies, Inc.
Glenn H. Epstein ............. 40 President and Chief Operating Officer of the Com- 1998
pany since May 5, 1997; prior to that, Mr. Epstein
worked for Oxford Instruments Group, plc, most
recently as President of Nuclear Measurements
Group, Inc. (a wholly-owned subsidiary of Oxford
Instruments, plc).
James S. Hyde ................ 66 Director of the Biophysics Research Institute at 1997
the Medical College of Wisconsin; Professor of
Biophysics at the Medical College of Wisconsin
since 1975.
</TABLE>
4
<PAGE>
------------------------------------------------------
CONTINUING DIRECTORS SERVING 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 .......... 83 Private investor; director of Bluegreen Corpora- 1986
tion, Ultralife Batteries, Inc. and IGENE Biotech-
nology, Inc.
Thomas L. Kempner ......... 71 Chairman and Chief Executive Officer, Loeb Part- 1988
ners Corporation, an investment banking firm;
director Alcide Corporation, Roper Starch World-
wide, Inc., IGENE Biotechnology, Inc., Energy
Research Corporation, Northwest Airlines, Inc.
(Emeritus) and CCC Information Services Group,
Inc.
Stuart A. Shikiar ......... 52 President, Shikiar Asset Management, Inc., which 1995
is a registered investment advisory company;
director of Bluegreen Corporation.
Sheldon Weinig ............ 70 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>
5
<PAGE>
General Information Concerning the Board of Directors and its Committees
The Board of Directors of the Company met on eight (8) occasions in the
fiscal year ended May 31, 1998. 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 (held during the period he
served as a director) and the meetings of the committee or committees on which
he served.
Compensation Committee. The Compensation Committee is presently composed
of Messrs. Albertine (Committee Chairman), Hyde, Kempner and Shikiar. 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 1998.
Audit Committee. The Audit Committee is presently composed of Messrs. 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 1998.
Nominating Committee. The Nominating Committee is presently composed of
Messrs. Kempner (Committee Chairman), Abeles, Hyde and Rosner. 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 1998.
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. Directors receive a fee of $500 for
participation by telephone in any special meeting of the Board of Directors.
Committee members who attend scheduled committee meetings not held on the day
of a scheduled Board meeting are reimbursed $500 for attendance/participation.
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 2,236 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.
6
<PAGE>
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 information has been provided by each of the directors and
executive officers as of July 15, 1998, 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 Percentage of
Beneficial Owner Beneficially Owned(1) Class(2)
- ----------------------------------------------- ----------------------- --------------
<S> <C> <C>
Carl H. Rosner(3) ............................. 596,441 4.6
Joseph C. Abeles(4) ........................... 358,795 2.8
Thomas L. Kempner(5) .......................... 163,023 1.3
James S. Hyde(6) .............................. 68,650 0.5
Stuart A. Shikiar(7) .......................... 58,183 0.5
Sheldon Weinig(8) ............................. 29,765 0.2
Edward E. David, Jr.(9) ....................... 29,361 0.2
John M. Albertine(10) ......................... 5,875 --
Glenn H. Epstein .............................. -- --
Michael C. Zeigler(11) ........................ 60,707 0.5
Gary L. Hamilton(12) .......................... 33,733 0.3
Leo Blecher(13) ............................... 28,007 0.2
All executive officers and directors as a group
(17 persons)(14) ............................. 1,709,623 13.0
</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 17, 1998 to all shareholders of record as of August 27, 1998.
(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, 1998, which was 12,616,369 (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
such date.
(3) Includes presently exercisable options to purchase 229,700 shares; also
includes 31,716 shares held by Mr. Rosner's spouse, as to which shares Mr.
Rosner disclaims beneficial ownership.
(4) Includes 37,396 shares held by Mr. Abeles' spouse, as to which shares Mr.
Abeles disclaims beneficial ownership. Also includes presently exercisable
options to purchase 26,828 shares.
(5) Includes 85,630 shares held by trusts of which Mr. Kempner is a trustee.
Mr. Kempner disclaims beneficial ownership as to 54,283 of such shares.
Also includes presently exercisable options to purchase 26,828 shares.
(6) Includes presently exercisable options to purchase 8,670 shares.
7
<PAGE>
- ------------
(7) Includes 1,092 shares held in custody for Mr. Shikiar's son, and 27,781
shares owned by clients of his investment advisory company as to which
shares he disclaims beneficial ownership although he has both voting and
investment power for such shares. Also includes presently exercisable
options to purchase 7,450 shares.
(8) Includes presently exercisable options to purchase 26,828 shares.
(9) Includes presently exercisable options to purchase 26,828 shares.
(10) Includes presently exercisable options to purchase 2,235 shares.
(11) Includes presently exercisable options to purchase 58,584 shares.
(12) Includes presently exercisable options to purchase 31,853 shares.
(13) Represents presently exercisable options to purchase 28,007 shares.
(14) Includes presently exercisable options to purchase 547,376 shares, and
includes certain shares as to which beneficial ownership is disclaimed.
8
<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 31, 1998, the
Company's Chief Executive Officer and the other four most highly compensated
executive officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual
---------------------------------------------------------
Other Annual
Salary Bonus Compensation
Position Fiscal Year ($) ($) ($)
- --------------------------------------------- ------------- --------- --------------- --------------
<S> <C> <C> <C> <C>
Carl H. Rosner 1998 363,991 40,346(1) --
Chairman and Chief 1997 357,500 68,820(1) --
Executive Officer 1996 332,503 65,118(1) --
Glenn H. Epstein 1998 183,463 32,500 52,535(3)
President and Chief Operating 1997(5) 10,385 -- 5,347(3)
Officer 1996(5) -- -- --
Michael C. Zeigler 1998 152,692 12,500 --
Chief Financial 1997 140,000 12,500 --
Officer and Senior Vice President - Finance 1996 131,500 15,000 --
Leo Blecher 1998 142,174 20,500 --
Vice President 1997 132,691 10,500 --
and General Manager - IGC Magnet 1996 116,155 7,500 --
Business Group
Gary L. Hamilton 1998 150,422 10,998 --
Sr. Vice President and 1997 142,616 5,500 65,365(8)
General Manager - InterCool Energy 1996 134,155 15,000 --
Corporation
<CAPTION>
Long Term
--------------------------
Award of
Stock All Other
Options Compensation
Position (#) ($)
- --------------------------------------------- --------- ---------------
<S> <C> <C>
Carl H. Rosner 16,830 50,191(2)
Chairman and Chief 78,030 55,389(2)
Executive Officer 21,224 55,816(2)
Glenn H. Epstein 90,270 1,444(4)
President and Chief Operating -- --
Officer -- --
Michael C. Zeigler 7,140 7,319(6)
Chief Financial 15,606 7,569(6)
Officer and Senior Vice President - Finance 2,653 7,780(6)
Leo Blecher 10,302 1,765(7)
Vice President 7,803 1,915(7)
and General Manager - IGC Magnet 10,612 1,819(7)
Business Group
Gary L. Hamilton -- 2,371(9)
Sr. Vice President and 10,404 2,172(9)
General Manager - InterCool Energy 2,653 2,392(9)
Corporation
</TABLE>
- ------------
(1) Includes $40,346, $68,820 and $65,118 earned by Mr. Rosner as an
incentive compensation bonus for fiscal years 1997, 1996 and 1995
performance, respectively, and paid in fiscal years 1998, 1997 and 1996,
respectively, pursuant to an employment agreement between the Company and
Mr. Rosner.
<PAGE>
(2) Includes the Company's share of contributions on behalf of Mr. Rosner to
the IGC Savings Plan (401k) in the amounts of $2,947, $3,291 and $3,102
for fiscal years 1998, 1997 and 1996, respectively; payments under the
Company's Supplemental Income Plan and Supplemental Retirement Plan in
the amounts of $15,789, $16,516 and $16,741 for fiscal years 1998, 1997
and 1996, respectively; and payments by the Company for a life insurance
policy and disability policy for the benefit of Mr. Rosner in the amounts
of $16,268, $16,268 and $22,098 for fiscal years 1998, 1997 and 1996,
respectively. Also includes $15,000, $15,750 and $13,500 in fees received
by Mr. Rosner in fiscal years 1998, 1997 and 1996, respectively, for his
services as a director of ULBI, and the value of options to acquire the
common stock of ULBI (6,000 shares in each year) valued at $188, $3,563
and $375 in fiscal years 1998, 1997 and 1996, respectively. These
options, which are part of Mr. Rosner's ULBI director remuneration, have
been valued by taking the difference between the option exercise price
and the closing price of ULBI stock as of the last trading day during the
Company's fiscal year in each of 1998, 1997 and 1996. See "Compensation
Committee Interlocks and Insider Participation".
9
<PAGE>
- ------------
(3) Consists of relocation reimbursement of $52,535 and $5,347 for fiscal years
1998 and 1997, respectively.
(4) Includes the Company's share of contributions on behalf of Mr. Epstein to
the IGC Savings Plan (401k) in the amount of $774 for fiscal year 1998,
and $670 paid by the Company for a life insurance policy for the benefit
of Mr. Epstein in fiscal year 1998.
(5) Mr. Epstein was named President and Chief Operating Officer on May 5, 1997.
The Company's 1997 fiscal year ended on May 25, 1997. Accordingly, Mr.
Epstein received compensation in only two weeks in fiscal year 1997, and
received no compensation in fiscal year 1996.
(6) Includes the Company's share of contributions on behalf of Mr. Zeigler to
the IGC Savings Plan (401k) in the amounts of $2,107, $2,097 and $2,092
for fiscal years 1998, 1997 and 1996, respectively, and payments under the
Company's Supplemental Income Plan and Supplemental Retirement Plan in the
amounts of $5,212, $5,472 and $5,688 for fiscal years 1998, 1997 and 1996,
respectively.
(7) Consists of the Company's share of contributions on behalf of Mr. Blecher
to the IGC Savings Plan (401k) in the amounts of $1,765, $1,915 and $1,819
for fiscal years 1998, 1997 and 1996, respectively.
(8) Consists of relocation reimbursement of $65,365 for fiscal year 1997.
(9) Consists of the Company's share of contributions on behalf of Mr. Hamilton
to the IGC Savings Plan (401k) in the amounts of $2,371, $2,172 and $2,392
for fiscal years 1998, 1997 and 1996, respectively.
10
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table summarizes stock options granted during the fiscal
year ended May 31, 1998 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
Percent of Value at Assumed
Total Annual Rates of
Options Stock Price
Granted to Appreciation for
Options Employees Exercise Option Term(1)
Granted in Fiscal Price Expiration -------------------------
Name # 1998 (per share) Date 5% 10%
- ---------------------------- --------------- ------------ ------------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Carl H. Rosner ............. 16,830(2) 6.2% $ 7.966 1/15/08 $ 84,315 $213,670
Glenn H. Epstein ........... 78,030(3) 28.6% $11.715 5/28/02 $252,555 $558,080
12,240(2) 4.5% $ 7.966 1/15/08 $ 61,320 $155,396
Michael C. Zeigler ......... 7,140(2) 2.6% $ 7.966 1/15/08 $ 35,770 $ 90,648
Leo Blecher ................ 5,202(4) 1.9% $11.715 5/28/02 $ 16,837 $ 37,205
5,100(2) 1.9% $ 7.966 1/15/08 $ 25,550 $ 64,748
Gary L. Hamilton ........... -- -- -- -- -- --
</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 in five equal installments beginning on first anniversary
date. Options were granted on January 15, 1998.
(3) Options vest in three equal annual installments beginning on May 5, 1999.
(4) Options vest in five equal installments beginning on first anniversary
date. Options were granted on May 28,1998.
11
<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 31, 1998, and the value of vested and unvested options, for the
persons named in the Summary Compensation Table at May 31, 1998.
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Options at In-the-Money Options at
Shares May 31, 1998 May 31, 1998(1)
Acquired Value ------------------------------- ------------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---------------------------- ------------- ---------- ------------- --------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Carl H. Rosner ............. -- -- 309,239 29,370 $949,016 $32,986
Glenn H. Epstein ........... -- -- -- 90,270 -- --
Michael C. Zeigler ......... -- -- 58,584 26,136 $189,606 $13,994
Leo Blecher ................ -- -- 27,051 25,277 $ 55,927 $ 9,996
Gary L. Hamilton ........... 9,380 36,578 31,853 15,359 0 0
</TABLE>
- ----------------
(1) Based on the closing price of the Common Stock as reported on the American
Stock Exchange on that date ($9.926), 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 an annual pension
equal to the following:
<TABLE>
<S> <C>
For each year of credited service: Annual pension benefits will equal the aggregate of:
- ----------------------------------------- -------------------------------------------------------------
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 until November 30,
1989 .................................. 1% of base salary plus 1% of such salary that exceeded the
social security taxable 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.
12
<PAGE>
The estimated projected annual benefits under the Pension Plan for Messrs.
Rosner, Zeigler, Blecher and Hamilton, assuming level future salary and normal
retirements, are approximately $60,996, $47,940, $38,628 and $50,304,
respectively. Mr. Epstein's benefit under the Pension Plan is not yet vested.
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
Messrs. Rosner and Zeigler, assuming continued funding for the requisite
period and normal retirements, are $32,916 and $36,088, 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 approved an extension of the Employment Term on June 9, 1994, and 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 is expected to devote up to twenty hours per week to the business of the
Company, and 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. 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. 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 a change in control event (as
described in the Rosner Agreement), he would be entitled to receive an amount
equal to the sum of three times his annual salary and certain other
extraordinary payments.
13
<PAGE>
In April, 1997, Mr. Epstein and the Company entered into an employment
agreement (the "Epstein Agreement") pursuant to which Mr. Epstein would serve
as President and Chief Operating Officer of the Company commencing on May 5,
1997 and continuing for two consecutive years. Under the Epstein Agreement, Mr.
Epstein receives a base salary of not less than $180,000 per year and an
incentive bonus based upon performance. The Epstein Agreement also provides for
certain payments to be made to Mr. Epstein, including grossed-up reimbursement
for relocation expenses. In addition, under the Epstein Agreement, the Company
purchased Mr. Epstein's home in the location from which he relocated because it
was not sold within the period of time set forth in the Epstein Agreement.
Pursuant to the Epstein Agreement, if Mr. Epstein is terminated under certain
circumstances after his first year of employment, he would be entitled to
receive an amount equal to one full year of his then current base salary.
Compensation Committee Interlocks and Insider Participation
During the Company's fiscal year ended May 31, 1998, Mr. Rosner served on
the Compensation Committee of the Board of Directors of Ultralife Batteries,
Inc. ("Ultralife"), a publicly traded company of which a member of the
Company's Board of Directors, Mr. Abeles, is a co-founder, director and
officer.
The Company owns approximately 9.3% of the outstanding common stock of
Ultralife. Pursuant to a Share Purchase Agreement dated January 23, 1992,
between the Company and Ultralife, the Company purchased the Ultralife 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
Ultralife to increase the number of members on its Board of Directors to
include a nominee of the Company. Mr. Rosner is serving on the Board of
Directors of Ultralife as the Company's nominee.
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
14
<PAGE>
Company's 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 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
1998 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 1998 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
$363,991 and an annual bonus (based upon the Company's pretax net income for
fiscal year 1998) of $47,435. (The annual bonus was paid to Mr. Rosner in
fiscal year 1999.) Mr. Rosner also received incentive stock options on January
15, 1998 to purchase 16,830 shares of the Company's Common Stock at an exercise
price of $7.966 per share. These incentive stock options vest in five equal
installments beginning on their first anniversary date and expire on January
15, 2008.
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
15
<PAGE>
served its intended purpose of retaining Mr. Rosner's focus on the Company's
bottom line and the growth of equity during a time of increased competitiveness
and slow growth in the Company's core markets. (See chart below for growth in
shareholder equity between 1994 and 1998.) 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.
COMPENSATION COMMITTEE OF THE BOARD OF
DIRECTORS OF INTERMAGNETICS GENERAL
CORPORATION
John M. Albertine (Committee Chairman)
James S. Hyde
Thomas L. Kempner
Stuart A. Shikiar
IGC Equity
$(000)
FY94 46,935
FY95 53,305
FY96 67,296
FY97 73,087
FY98 83,801
16
<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"), (ii) a peer
group of companies selected by the Company for purposes of the comparison and
described more fully below (the "Peer Group") and (iii) a peer group of
companies selected by the Company last year, which includes certain companies
which the Company no longer believes are sufficiently similar to the Company to
provide a meaningful comparison, as described more fully below (the "Former
Peer Group"). Dividend reinvestment has been assumed and, with respect to
companies in the Peer Group and Former 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, PEER GROUP AND FORMER PEER GROUP*
Intermagnetics vs AMEX vs Peer Group Index
Indexed Priced Comparison
From 1993 to 1998
Dollars
1100|-------------------------------------------------------------------------|
| *|
| |
1000|-------------------------------------------------------------------------|
| * * |
| |
900 |-------------------------------------------------------------------------|
| |
| |
800 |-------------------------------------------------------------------------|
| |
| |
700 |-------------------------------------------------------------------------|
| |
| |
600 |-------------------------------------------------------------------------|
| |
| |
550 |------------------------------------------------------------------------&|
| |
| |
400 |----------------------------------------------------------&--------------|
| & |
| # |
300 |---------------------------#&*--------------#----------------------------|
| |
| |
200 |----------------------------------------------------------#--------------|
| #$|
| * & $ |
100 |#$&*---------$&-------------$--------------------------------------------|
| |
| |
0 |--------------|--------------|--------------|-------------|--------------|
FY 94 FY 95 FY 96 FY 97 FY 98
<TABLE>
<CAPTION>
FY 93 FY 94 FY 95 FY 96 FY 97 FY 98
<S> <C> <C> <C> <C> <C> <C>
Intermagnetics General
Corporation # 100.00 337.91 274.53 286.48 221.83 163.64
AMEX $ 100.00 100.62 111.98 140.10 136.49 161.12
Peer Group & 100.00 121.66 282.05 355.82 393.98 483.30
Former Peer Group * 100.00 128.63 279.91 983.24 907.09 1,038.29
</TABLE>
- ------------
* Assumes $100 invested on May 30, 1993 in Intermagnetics General Corporation
Common Stock, AMEX Composite Index, Peer Group and Former Peer Group.
17
<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 $275 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. Starting with the 1998
fiscal year, the Company has refined its Peer Group further with respect to
companies that participate in the medical diagnostic imaging market by focusing
on companies that, like Intermagnetics, design and sell systems and components
to medical products companies.
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),
Fischer Imaging Corporation, a manufacturer of specialty and general purpose
medical imaging systems, components and subsystems and Biomagnetic
Technologies, Inc., a small company that develops and manufactures a diagnostic
imaging systems based upon the direct measurement of bio-electrical activity in
the brain.
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.
As a result of the Company's reassessment of its Peer Group, the Company
removed Advanced NMR Systems, Inc. (now Caprius, Inc.) from the Peer Group
because that company is changing its business focus to a market in which
Intermagnetics does not participate. In addition, Superconductor Technologies,
Inc. has been removed because the products it is developing are not targeted to
the markets in which Intermagnetics participates. Finally, the Company no
longer considers Hologic, Inc. and Lunar Corp. to be peers because these
companies (a) principally sell into a very narrow segment of the diagnostic
imaging market, and (b) principally manufacture and sell complete products
directly to end users. These companies as well as Helix, American
Superconductor, Analogic and Biomagnetic Technologies make up the Former Peer
Group.
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.
18
<PAGE>
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 31, 1998, 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.
SHAREHOLDER PROPOSALS FOR 1999 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 1999 annual meeting, such
proposals must be received by the Company not later than May 28, 1999.
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
31, 1998, 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
19
<PAGE>
INTERMAGNETICS GENERAL CORPORATION
Proxy for Annual Meeting of Shareholders, November 10, 1998
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 10, 1998, 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 28, 1998 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 ALL NOMINEES
1. Election of the following nominees as directors (voting cumulatively as set
forth in the September 28, 1998 proxy statement): Carl H. Rosner, John M.
Albertine, Edward E. David, Jr., Glenn H. Epstein and James S. Hyde.
<TABLE>
<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.
(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
-------------------------------
Signature
-------------------------------
This Proxy will be Voted FOR
the Above Matter Unless
Otherwise Indicated, and in the
Discretion of the Proxies on
All Other Matters Properly
Brought Before the Meeting.
