<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement / / 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 Rule 14a-11(c) or Rule 14a-12
BIOMET, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
BIOMET, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which 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.:
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(3) Filing party:
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(4) Date filed:
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<PAGE> 2
[BIOMET, INC. LOGO]
To the Shareholders of Biomet, Inc.:
You are cordially invited to attend the Annual Meeting of Shareholders of
Biomet, Inc. (the "Company") to be held on Friday, September 27, 1996, at 1:30
p.m., local time, at the Century Center, 120 South St. Joseph Street, South
Bend, Indiana.
At the meeting, shareholders will vote on the election of five persons to
the Board of Directors and the ratification of the selection of Coopers &
Lybrand L.L.P., as independent accountants for the coming year. Details can be
found in the accompanying Notice and Proxy Statement.
We hope you are planning to attend the Annual Meeting personally and we
look forward to meeting with you. Please check the appropriate "attendance"
box on your proxy card. However, because the vote of each shareholder is of
utmost importance, we kindly request that you complete, date and sign your
proxy card and return it to us promptly in the enclosed envelope, whether or
not you currently plan to attend the Annual Meeting. You may revoke your proxy
at any time before it is voted by giving written notice to the Secretary of the
Company or by filing a properly executed proxy bearing a later date.
On behalf of the Board of Directors and management of Biomet, Inc., I
would like to extend our appreciation for your continued support and
confidence.
Sincerely yours,
BIOMET, INC.
/s/ Dane A. Miller, Ph.D.
Dane A. Miller, Ph.D.
President and Chief
Executive Officer
<PAGE> 3
[BIOMET, INC. LOGO]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 27, 1996
TO THE SHAREHOLDERS OF BIOMET, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Biomet,
Inc. (the "Company") will be held on Friday, September 27, 1996, at 1:30 p.m.,
local time, at the Century Center, 120 South St. Joseph Street, South Bend,
Indiana, for the following purposes:
(1) To elect five directors to serve for terms of three years each.
(2) To ratify the selection by the Board of Directors of Coopers & Lybrand
L.L.P., as independent accountants for the Company for the fiscal year
ending May 31, 1997.
(3) To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
Shareholders of record as of the close of business on July 19, 1996 are
entitled to receive notice of and to vote at the Annual Meeting.
We urge you to date, sign and mail the enclosed proxy in the envelope
provided, even if you hold only a few shares and whether or not you expect to
be present in person. You may revoke your proxy at any time prior to its
exercise by filing with the Secretary of the Company a properly executed
instrument revoking such proxy or by filing a properly executed proxy bearing a
later date.
By Order of the Board of Directors,
/s/ Daniel P. Hann
Daniel P. Hann, Secretary
August 14, 1996
Warsaw, Indiana
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY
IN THE ENCLOSED ENVELOPE.
<PAGE> 4
[BIOMET, INC. LOGO]
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 27, 1996
GENERAL INFORMATION
This Proxy Statement is furnished to the shareholders of Biomet, Inc. (the
"Company") in connection with the solicitation by the Board of Directors of the
Company of proxies to be voted at the Annual Meeting of Shareholders to be held
at the Century Center, 120 South St. Joseph Street, South Bend, Indiana, on
Friday, September 27, 1996, at 1:30 p.m., local time, or any adjournment
thereof. This Proxy Statement and the accompanying form of proxy were first
mailed to shareholders on or about August 14, 1996.
Each properly executed proxy returned prior to the meeting will be voted
in accordance with the directions contained therein. Proxies may be revoked at
any time prior to exercise by written notice to the Secretary of the Company or
by filing a properly executed proxy bearing a later date. Appropriate forms
will be available at the Annual Meeting for persons who wish to vote in person.
As of July 19, 1996, the record date for the Annual Meeting, there were
115,614,201 Common Shares of the Company issued and outstanding, each of which
is entitled to one vote on each matter to come before the meeting.
Shareholders do not have cumulative voting rights.
All expenses in connection with the solicitation of proxies will be paid
by the Company. The Company will also provide to all brokers, dealers, banks
and voting trustees, and their nominees, copies of this Proxy Statement, the
accompanying form of proxy and the Annual Report for mailing to beneficial
owners and, upon request therefor, will reimburse such record holders for their
reasonable expenses in connection therewith. The Company expects to solicit
proxies primarily by mail, but directors, officers and employees of the Company
may also solicit in person or by telephone.
Shareholder proposals to be considered for presentation at the 1997 Annual
Meeting of Shareholders must be submitted in writing and received by the
Company's Secretary by April 1, 1997. The mailing address of the principal
executive offices of the Company is Airport Industrial Park, P.O. Box 587,
Warsaw, Indiana 46581-0587.
PRINCIPAL SHAREHOLDERS
The following table sets forth certain data with respect to those
persons known by the Company to be the beneficial owners of more than 5% of the
issued and outstanding Common Shares of the Company as of July 19, 1996.
Except as otherwise indicated in the notes to the table, each person has sole
voting and investment power with respect to the shares indicated.
<PAGE> 5
NAME AND ADDRESS OF AMOUNT AND NATURE PERCENT
BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF CLASS
---------------- ----------------------- --------
State Farm Mutual Automobile 8,277,000(1) 7.2%
Insurance Company and
related entities
One State Farm Plaza
Bloomington, Illinois 61710
Wellington Management Company 7,645,890(2) 6.6%
75 State Street
Boston, Massachusetts 02109
(1)According to information contained in a Schedule 13G filing with the
Securities and Exchange Commission made by State Farm Mutual Automobile
Insurance Company ("State Farm") dated January 22, 1996, State Farm has sole
voting and investment power with respect to these shares, all of which were
acquired for investment purposes in the ordinary course of its business.
(2)Wellington Management Company ("WMC") is an investment adviser
registered with the Securities and Exchange Comission under the Investment
Advisers Act of 1940, as amended. According to information obtained from WMC
dated August 5, 1996, WMC has shared voting power for 4,239,960 shares, no
voting power for 3,405,930 shares and shared investment power for 7,645,890
shares, all of which were acquired for investment purposes in the ordinary
course of its business.
SHARE OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth beneficial ownership of Common Shares of
the Company as of July 19, 1996 by each director of the Company, each executive
officer of the Company named in the Summary Compensation Table herein, and by
all directors and executive officers of the Company as a group. Unless
otherwise stated, the beneficial owners exercise sole voting and/or investment
power over their shares.
<TABLE>
<CAPTION>
NAME OF NUMBER OF PERCENT
BENEFICIAL OWNER SHARES BENEFICIALLY OWNED OF CLASS
- ---------------- ------------------------- --------
<S> <C> <C>
Garry L. England 136,378 (1) 0.1%
Jerry L. Ferguson 1,764,064 (2) 1.5%
Ronald R. Fisher 706,272 (3) 0.6%
Daniel P. Hann 58,171 (4) *
C. Scott Harrison, M.D. 495,673 (5) 0.4%
M. Ray Harroff 123,648 (6) 0.1%
Thomas F. Kearns, Jr. 2,000 *
Dane A. Miller, Ph.D. 4,880,147 (7) 4.2%
Jerry L. Miller 2,302,510 (8) 2.0%
Kenneth V. Miller 137,259 (9) 0.1%
Charles E. Niemier 437,307 (10) 0.4%
Niles L. Noblitt 2,952,642 (11) 2.6%
Marilyn Tucker Quayle 5,000 (12) *
L. Gene Tanner 70,000 *
All Directors and Executive
Officers as a Group
(17 persons, including the 14,308,635 (13) 12.4%
foregoing)
- --------------
*Represents less than .1% of the Company's issued and outstanding Common
Shares.
</TABLE>
2
<PAGE> 6
(1) Includes 27,036 shares held jointly with his wife, as to which Mr.
England has shared voting and investment power; 8,958 shares held for Mr.
England's account in the Company's Employee Stock Bonus Plan qualified
under Section 401(a) of the Internal Revenue Code (the "ESBP"), as to
which Mr. England has voting power but no investment power; 12,877 shares
held in Mr. England's account in the Company's Profit Sharing Plan and
Trust qualified under Section 401(k) of the Internal Revenue Code (the
"Profit Sharing Plan"), as to which Mr. England has no voting or
investment power; 1,800 shares held in an individual retirement account
("IRA") for Mr. England's benefit as to which he has investment power but
no voting power; and 20,850 shares subject to options exercisable within
60 days.
(2) Includes 1,277,756 shares held jointly with his wife, as to which Mr.
Ferguson has shared voting and investment power; 210,836 shares owned of
record by his wife and 17,280 shares held in an IRA for her benefit, as to
which Mr. Ferguson has no voting or investment power and disclaims
beneficial ownership; 464 shares held for Mr. Ferguson's account in the
ESBP; and 26,136 held in an IRA for his benefit as to which Mr. Ferguson
has investment power but no voting power.
(3) Includes 39,020 shares held jointly with his wife, as to which Mr. Fisher
has shared voting and investment power; 5,300 shares owned of record by
Mr. Fisher's wife and 7,580 shares held in an IRA for her benefit, as to
which Mr. Fisher has no voting or investment power and disclaims
beneficial ownership; 1,400 shares held in an IRA for Mr. Fisher's
benefit as to which he has investment power but no voting power; 137,500
shares held in trust for the benefit of Mr. Fisher's children and 9,280
shares held in trust for his minor grandchildren as to which Mr. Fisher
has no voting or investment power and disclaims beneficial ownership; and
118,800 shares held in an employee benefit fund for which Mr. Fisher holds
no voting or investment power and disclaims beneficial ownership.
(4) Includes 200 shares as to which Mr. Hann has shared voting and investment
power; 3,409 shares held for Mr. Hann's account in the ESBP, as to which
Mr. Hann holds voting power but no investment power; 4,277 shares held in
Mr. Hann's account in the Company's Profit Sharing Plan, as to which Mr.
Hann has no voting or investment power; and 16,875 shares subject to
options exercisable within 60 days.
(5) Includes 230,538 shares subject to options exercisable by Dr. Harrison
within 60 days.
(6) Includes 41,914 shares owned of record by his wife, as to which Mr.
Harroff has no voting or investment power and disclaims beneficial
ownership; and 26,136 shares held in an IRA for Mr. Harroff's benefit as
to which he has investment power but no voting power.
(7) Includes 4,791,250 shares held jointly with his wife, as to which Dr.
Miller has shared voting and investment power; 19,988 shares held in an
IRA for the benefit of his wife, as to which Dr. Miller has no voting or
investment power and disclaims beneficial ownership; 45,988 held in an IRA
for the benefit of Dr. Miller as to which he has investment power but no
voting power; 12,869 shares held for Dr. Miller's account in the ESBP, as
to which Dr. Miller holds voting power but no investment power; and 8,634
shares held in Dr. Miller's account in the Company's Profit Sharing Plan,
as to which he has no voting or investment power.
(8) Includes 110,000 shares held in trust for the benefit of Mr. Miller's
minor children as to which he has shared voting and investment power and
disclaims beneficial ownership and 11,120 shares owned by a non-profit
corporation for which Mr. Miller serves as a Director, as to which he has
shared voting and investment power.
3
<PAGE> 7
(9) Includes 11,120 shares owned by a non-profit corporation for which Mr.
Miller serves as a Director, as to which he has shared voting and
investment power, and 900 shares held in an IRA for Mr. Miller's benefit
as to which he has investment power but no voting power.
(10) Includes 114,584 shares owned of record by Mr. Niemier's wife and 13,588
shares held in an IRA for her benefit, as to which Mr. Niemier has no
voting or investment power and disclaims beneficial ownership; 31,592
shares held in an IRA for Mr. Niemier's benefit as to which he has
investment power but no voting power; 10,949 shares held for Mr. Niemier's
account in the ESBP, as to which Mr. Niemier holds voting power but
no investment power; 15,397 shares held in Mr. Niemier's account in the
Company's Profit Sharing Plan, as to which he has no voting or investment
power; 133,488 shares held in trust for the benefit of Mr. Niemier's
minor children as to which he has no voting or investment power and
disclaims beneficial ownership; and 3,125 shares subject to options
exercisable within 60 days.
(11) Includes 1,441,694 shares owned of record by Mr. Noblitt's wife and
14,400 shares held in an IRA for her benefit, as to which Mr. Noblitt
holds no voting or investment power and disclaims beneficial ownership;
20,412 shares owned of record by his children, as to which Mr. Noblitt has
no voting or investment power and disclaims beneficial ownership; 21,600
shares held jointly with his wife, as to which he has shared voting and
investment power; 24,660 shares held in an IRA for the benefit of Mr.
Noblitt as to which he has investment power but no voting power; 13,392
shares held for Mr. Noblitt's account in the ESBP, as to which he holds
voting power but no investment power; and 15,029 shares held in Mr.
Noblitt's account in the Company's Profit Sharing Plan, as to which he
has no voting or investment power.
(12) Includes 5,000 shares subject to options exercisable by Ms. Quayle within
60 days.
(13) Includes 62,199 shares subject to options exercisable within 60 days
held by three executive officers of the Company who are not directors and
are not named in the Summary Compensation Table herein; 13,155 shares held
in the ESBP for the accounts of these executive officers, as to which they
have voting power but no investment power; and 12,593 shares held in the
Company's Profit Sharing Plan for the accounts of these executive
officers, as to which they have no voting or investment power.
ELECTION OF DIRECTORS (ITEM 1)
The Company's Bylaws divide the Board of Directors into three classes,
with one class to be elected at each annual meeting of shareholders. At the
Annual Meeting, the shareholders will vote to elect five directors in Class I
to serve for a three-year term expiring in 1999, and until their successors are
elected and qualified. Class II Directors and Class III Directors will not be
elected at the Annual Meeting and will continue in office until the annual
meetings of shareholders to be held in 1997 and 1998, respectively. The Board
of Directors has nominated the persons named below for election as Class I
Directors. The name, age, business background and tenure as a director of the
Company of each nominee and each director continuing in office are set forth
below. Jerry L. Miller and Kenneth V. Miller are brothers; no other family
relationship exists among any of the nominees or continuing directors. Except
as otherwise indicated, the principal occupations of the nominees and
continuing directors have not changed during the last five years. The nominees
for director have consented to serve, if elected, and the Company has no reason
to believe that any of the nominees will be unable to serve.
4
<PAGE> 8
Should any nominee become unavailable for any reason, proxies will be
voted for an alternate candidate chosen by the Board of Directors, unless the
Board of Directors reduces the number of directors. To be elected a director,
a nominee must receive the affirmative vote of a plurality of votes of the
Common Shares present or represented at the meeting and entitled to vote in the
election of directors. Withheld votes and broker non-votes (which are treated
as "withheld" votes) are not counted as votes in favor of any nominee. Unless
authority to vote for a nominee is withheld, the accompanying proxy will be
voted FOR the nominees named.
DIRECTORS STANDING FOR ELECTION
NAME, AGE AND BUSINESS EXPERIENCE
CLASS I: FOR A THREE-YEAR TERM EXPIRING AT THE 1999 ANNUAL MEETING OF
SHAREHOLDERS
C. SCOTT HARRISON, M.D., age 59 . . . . . . . . . . . . . Director since 1994
Member: Executive Committee. Dr. Harrison has served as a consultant to the
Company since January 1995. Prior thereto, Dr. Harrison was the President,
Chief Executive Officer and Chairman of the Board of Kirschner Medical
Corporation.
NILES L. NOBLITT, age 45. . . . . . . . . . . . . . . . . Director since 1977
Member: Executive, Audit and Stock Option Committees. Mr. Noblitt is the
Chairman of the Board of the Company and is one of its four founders. Mr.
Noblitt is a trustee of Rose Hulman Institute of Technology.
KENNETH V. MILLER, age 48. . . . . . . . . . . . . . . . Director since 1979
Member: Executive, Nominating, Audit, Compensation and Stock Option
Committees. Mr. Miller is a principal in Havirco, Inc. (private investment
management), and is a director and a member of the Compensation Committee of the
board of directors of Hansvedt Industries, Inc. (machine tool manufacturer).
L. GENE TANNER, age 63 . . . . . . . . . . . . . . . . . . Director since 1985
Mr. Tanner is Vice Chairman of the Board of NatCity Investments, Inc.
(investment banking firm). Mr. Tanner is a director of Circle Ventures, Inc.
(venture capital fund).
MARILYN TUCKER QUAYLE, age 47 . . . . . . . . . . . . . . Director since 1993
Ms. Quayle is an attorney engaged in private practice as a partner for the
Indianapolis, Indiana law firm of Krieg, DeVault, Alexander and Capehart. She
is also Vice President and Treasurer of BTC, Inc. (public speaking company).
Previously, Ms. Quayle was Chairman of the International Disaster Advisory
Committee, Agency for International Development.
DIRECTORS CONTINUING IN OFFICE
NAME, AGE AND BUSINESS EXPERIENCE
CLASS II: TERM EXPIRES AT THE 1997 ANNUAL MEETING OF SHAREHOLDERS
DANE A. MILLER, PH.D., age 50 . . . . . . . . . . . . . Director since 1977
Member: Executive, Compensation and Stock Option Committees. Dr. Miller is
the President and Chief Executive Officer of the Company and is one of its four
founders. Dr. Miller is a director of 1st Source Corporation (bank holding
company), a trustee of General Motors Institute and serves on the Engineering
Advisory Committee of the University of Cincinnati.
5
<PAGE> 9
JERRY L. FERGUSON, age 55 . . . . . . . . . . . . . . . . Director since 1978
Member: Executive and Nominating Committees. Mr. Ferguson is one of the four
founders of the Company and has served as the Company's Senior Vice President
since December 1994. He previously served as Special Projects Advisor to the
Company from December 1993 to December 1994. Prior thereto, Mr. Ferguson was
the owner of Classic Car Centre, Inc. (automobile dealership).
THOMAS F. KEARNS, JR., age 59. . . . . . . . . . . . . . . Director since 1978
Mr. Kearns is a retired partner of Bear, Stearns & Co., Inc. (investment
banking firm). Mr. Kearns is a director of PharmaKinetics Laboratories, Inc.
(contract research organization), Chairman of the Board of OnGard Systems, Inc.
(manufacturer of sterilization equipment) and a trustee of the University of
North Carolina Foundation.
DANIEL P. HANN, age 41. . . . . . . . . . . . . . . . . Director since 1983
Mr. Hann is the Vice President, General Counsel and Secretary of the Company.
Mr. Hann is a director or trustee of several civic and charitable
organizations, including The Indiana Nature Conservancy.
CLASS III: TERM EXPIRES AT THE 1998 ANNUAL MEETING OF SHAREHOLDERS
RONALD R. FISHER, age 62. . . . . . . . . . . . . . .Director since 1994
Mr. Fisher was President of Ronald R. Fisher & Associates, Inc. (distributor of
the Company's products) prior to his retirement in December 1994.
M. RAY HARROFF, age 56 . . . . . . . . . . . . . . . . Director since 1977
Mr. Harroff, one of the four founders of the Company, is President of
Stonehenge Golf Club, Inc. (golf country club) and Stonehenge Links Village
Development (real estate development).
JERRY L. MILLER, age 50 . . . . . . . . . . . . . . . . Director since 1979
Member: Executive, Nominating, Audit, Compensation and Stock Option
Committees. Mr. Miller is a principal in Havirco, Inc. (private investment
management). Mr. Miller is a director and a member of the Compensation
Committee of the board of directors of Hansvedt Industries, Inc. (machine tool
manufacturer).
CHARLES E. NIEMIER, age 40 . . . . . . . . . . . . . . . . Director since 1987
Mr. Niemier has served as Senior Vice President - International Operations of
the Company since November 1991. Prior thereto he served as Senior Vice
President - Warsaw Operations of the Company. Mr. Niemier is a director of
Acordia School of Benefits, Inc. (third party insurance administrator). He is
also a director or trustee of several educational, civic and charitable
organizations, including Valparaiso University.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Company has an Executive Committee comprised
of Dane A. Miller, Niles L. Noblitt, Jerry L. Ferguson, C. Scott Harrison,
Kenneth V. Miller and Jerry L. Miller. The Board of Directors also has a
Nominating Committee comprised of Jerry L. Ferguson, Jerry L. Miller and
Kenneth V. Miller; an Audit Committee comprised of Jerry L. Miller, Kenneth V.
Miller and Niles L. Noblitt; a Compensation Committee comprised of Dane A.
Miller, Jerry L. Miller and Kenneth V. Miller; and a Stock Option Committee
comprised of Dane A. Miller, Jerry L. Miller, Kenneth V. Miller and Niles L.
Noblitt.
6
<PAGE> 10
The Executive Committee has full authority from the Board of Directors to
conduct the business of the Company within the limits prescribed by Indiana
law.
The Nominating Committee is responsible for, among other things, receiving
and reviewing recommendations for nominations to the Board of Directors,
establishing eligibility criteria and procedures for identifying potential
nominees to the Board of Directors and recommending individuals as nominees for
election to the Board of Directors. The Nominating Committee will consider for
nomination as directors persons recommended by shareholders provided that such
recommendations are in writing and delivered to the Secretary, Biomet, Inc.,
Airport Industrial Park, P.O. Box 587, Warsaw, Indiana 46581-0587, and
delivered to or mailed and received at such address not less than sixty days
nor more than ninety days prior to the Annual Meeting of Shareholders. In the
event that less than seventy days' notice or prior public disclosure of the
date of the annual meeting is given or made to shareholders, any notice of
nomination by a shareholder must be received not later than the close of
business on the tenth day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made.
The function of the Audit Committee is to monitor the internal controls
and financial reporting of the Company and its subsidiaries; to review these
matters with the President and Chief Executive Officer and the Company's
independent accountants; to review the scope and parameters of the independent
accountants' audit of the Company's consolidated financial statements; to
review the scope and parameters of the findings of the Company's internal
auditor; to establish policies and make recommendations to the Board of
Directors with respect to approval of transactions between the Company and its
directors, officers and employees; and to make recommendations to the Board of
Directors concerning the annual appointment of the Company's independent
accountants.
The Compensation Committee is responsible for administering the
compensation programs for the executive officers and employees of the Company.
The Stock Option Committee administers the stock option plans of the
Company. Presently, no member of the Stock Option Committee participates in
any of these plans with the exception that the two non-employee director
members, Jerry L. Miller and Kenneth V. Miller, each receives an option to
purchase 5,000 Common Shares of the Company every three years during his
service as a non-employee director of the Company pursuant to the terms of the
Biomet, Inc. 1992 Employee and Non-Employee Director Stock Option Plan.
The Board of Directors, the Executive Committee, the Nominating Committee,
the Audit Committee, the Compensation Committee and the Stock Option Committee
of the Company met 4 times, 6 times, 1 time, 3 times, 2 times and 2 times,
respectively, during the past fiscal year. No director attended fewer than 75%
of the aggregate of the meetings of the Board of Directors of any committee of
the Board of Directors of which he or she was a member.
COMPENSATION OF DIRECTORS
Each director of the Company who is not an employee receives an annual fee
of $7,500, plus $600 and reimbursement for travel expenses for each meeting of
the Board of Directors attended in person and a fee of $300 for attending a
meeting by telephone. Directors who are employees of the Company receive a fee
of $600
7
<PAGE> 11
for each board meeting attended in person and a fee of $300 for
attending a meeting by telephone. Each member of the Executive Committee of
the Board of Directors who is not an employee of the Company receives an
additional annual fee of $7,500, plus $600 and reimbursement for travel
expenses for each committee meeting attended in person and a fee of $300 for
attending a committee meeting by telephone. Each member of the Nominating,
Audit and Compensation Committees of the Board of Directors receives $600 for
each committee meeting attended in person and $300 for attending a committee
meeting by telephone, unless such meetings are held in conjunction with a
meeting of the Board of Directors or Executive Committee. No fees are paid for
attending meetings of the Stock Option Committee.
Each director who is not an employee of the Company is automatically
granted an option to purchase 5,000 Common Shares of the Company every three
years during his or her service on the Board of Directors pursuant to the terms
of the Biomet, Inc. 1992 Employee and Non-Employee Director Stock Option Plan
(the "Plan"). The Plan provides that the purchase price of option shares may
not be less than the fair market value per Common Share on the date of grant
and the term of the option may not exceed ten years from the date of grant.
Under the terms of the Plan, neither the Board of Directors nor the
Compensation Committee has the authority to alter or modify the number of
option shares granted or interval of grants to the non-employee directors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal year 1996, the Compensation Committee was comprised of Dane
A. Miller, Jerry L. Miller and Kenneth V. Miller. Dane A. Miller serves as the
Company's President and Chief Executive Officer.
EXECUTIVE COMPENSATION
GENERAL
The following Summary Compensation Table sets forth, for the three years
ending May 31, 1996, certain information with respect to the compensation of
the Company's President and Chief Executive Officer and the four other most
highly compensated executive officers who served in such capacities as of May
31, 1996.
8
<PAGE> 12
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION ALL OTHER
FISCAL YEAR COMPENSATION AWARDS COMPENSATION(1)
NAME AND PRINCIPAL POSITION ENDED MAY 31 SALARY ($) BONUS ($) STOCK OPTIONS (#) ($)
- --------------------------- ------------- ---------- --------- ----------------- -------------
<S> <C> <C> <C> <C> <C>
Dane A. Miller, Ph.D. 1996 182,000 129,281 - 11,575
President and 1995 167,707 110,000 - 14,395
Chief Executive Officer 1994 154,665 91,600 - 14,095
Niles L. Noblitt 1996 182,000 129,281 - 11,575
Chairman of the Board 1995 167,707 110,000 - 14,395
1994 154,665 91,600 - 14,095
Jerry L. Ferguson 1996 163,706 129,408 - 6,900
Senior Vice President 1995 72,552 86,700 - 53,900(2)
1994 - - - 54,800(2)
Garry L. England 1996 168,939 115,500 - 9,175
Senior Vice President - 1995 153,045 88,700 - 11,695
Warsaw Operations 1994 141,545 95,400 25,000 11,695
Charles E. Niemier 1996 180,399 91,099 - 11,575
Senior Vice President - 1995 166,199 88,000 - 14,395
International Operations 1994 155,530 95,400 25,000 14,095
</TABLE>
(1) Represents the value of the Company's contribution to the Employee Stock
Bonus Plan and the Profit Sharing Plan. Also includes director fees paid to Dr.
Miller, Mr. Noblitt, Mr. Ferguson and Mr. Niemier.
(2) Represents fees paid to Mr. Ferguson for independant consulting services
provided to the Company in 1995 and 1994.
STOCK OPTIONS
There were no stock options granted during fiscal year 1996 to any of the
Company's executive officers named in the Summary Compensation Table.
The following table sets forth the number of shares acquired on exercise
of stock options and the aggregate gain realized on exercise in fiscal year
1996 by the Company's executive officers named in the Summary Compensation
Table. Mr. England and Mr. Niemier were the only executive officers
identified in the Summary Compensation Table who exercised stock options in
fiscal year 1996.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED OPTIONS VALUE OF UNEXERCISED IN-THE-MONEY
SHARES ACQUIRED VALUE REALIZED AT MAY 31, 1996 (#) OPTIONS AT MAY 31, 1996 ($)
NAME ON EXERCISE (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- --------------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Garry L. England 15,600 178,600 30,450 18,750 222,463 79,688
Charles E. Niemier 6,250 49,218 - 18,750 - 79,688
</TABLE>
9
<PAGE> 13
REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEES
POLICIES AND OBJECTIVES
The Compensation Committee and the Stock Option Committee of the Board of
Directors (collectively referred to herein as the "Committee") are responsible
for administering the compensation and benefit programs for the Company's
employees, including the executive officers. The Committee annually reviews
and evaluates cash compensation and stock option grant recommendations made by
the President and Chief Executive Officer for the executive officers (other
than for himself) along with the rationale for such recommendations. The
Committee examines these recommendations in relation to the Company's overall
objectives and makes compensation recommendations to the Board of Directors for
final approval. The Committee also sends to the Board of Directors for
approval its recommendations on compensation for the President and Chief
Executive Officer, who does not participate in the Committee's decisions as to
his compensation package.
The Company's current executive compensation policies and practices
reflect the compensation philosophies of the Company's four founders - Dane A.
Miller, Ph.D., Niles L. Noblitt, Jerry L. Ferguson and M. Ray Harroff. The
Company is committed to maximizing shareholder value through performance and
the Committee believes that superior performance by the Company's executive and
management team is an essential element to reaching that goal. The program is
designed to help achieve this objective by (1) attracting, retaining and
rewarding highly qualified and productive persons; (2) relating compensation to
both Company and individual performance; (3) establishing compensation levels
that are internally equitable and externally competitive; and (4) encouraging
an ownership interest and instilling a sense of pride in the Company which are
consistent with the interests of the Company's shareholders.
The Committee firmly believes that all employees (which the Company refers
to as Team Members rather than "employees") play a critical role in the
Company's success and, therefore, all employees participate in the Company's
cash and equity compensation plans. The Committee continues to believe in one
of the founding philosophies of the Company, that equity compensation in the
form of stock options is an excellent incentive for all employees, including
executive officers, and serves to align the interests of employees, management
and shareholders.
Based on these objectives, the compensation package of the executive
officers consists of four primary elements: (1) base salary; (2) incentive
bonuses; (3) stock options; and (4) participation in employee benefit plans.
BASE SALARY. A base salary is set for each executive officer at the
beginning of each calendar year by the Board of Directors after receiving a
recommendation from the Committee. The Committee recommends to the Board of
Directors what it believes to be an appropriate base salary for each executive
officer based on the Company's performance, the executive officer's
performance, the Company's future objectives and challenges and the current
competitive environment. Base salaries are intended to be relatively moderate,
but competitive. During fiscal year 1996, the base salary of the executive
officers as a group increased approximately 9%.
INCENTIVE BONUSES. The Company's policy is to base a significant portion
of each executive officer's annual compensation on the financial performance of
the Company. Approximately one-half of each executive officer's potential
annual cash compensation is based upon the incentive bonus which is accrued and
paid at
10
<PAGE> 14
the conclusion of each fiscal year. The bonus is determined on the
basis of a formula which compares actual performance against targets which are
established by the Committee and approved by the Board of Directors at the
beginning of each fiscal year of the Company. The bonus targets are equally
weighted between revenues growth and earnings growth of the Company during the
fiscal year. The target bonus for each officer is determined by the Committee
based upon the goals, objectives, responsibilities and length of service of
each officer. The Committee may exercise some discretion in making bonus
awards.
STOCK OPTIONS. Stock options have always been a key element in the
Company's long-term compensation program. The primary purpose of stock options
is to provide executive officers and other employees with a personal and
financial interest in the success of the Company through stock ownership,
thereby aligning the interests of such persons with those of the Company's
shareholders. This broad-based program is a vital element of the Company's
goal to empower and motivate outstanding long-term contributions by employees
within all levels of the Company. The Committee believes that stock options
help to create an entrepreneurial environment within the Company and instill
the spirit of a small company. Additionally, the Committee believes stock
options provide broad incentives for the day-to-day achievements of all
employees in order to sustain and enhance the Company's long-term performance.
The Committee believes that the value of such stock options will reflect
the financial performance of the Company over the long term. Because the
Company's stock option program provides for a one-year waiting period before
options may be exercised and an exercise price at fair market value as of the
date of grant, executive officers and other employees benefit from stock
options only when the Company's stock price increases over time. Individual
executive officer stock option awards are based on level of responsibility,
individual contribution, length of service and total number of Common Shares
owned in relation to other executive officers in the Company. Currently, there
are more than 1,250 employees below the executive officer level who have been
awarded one or more stock options under this program and more than 85% of the
option shares have been granted to employees other than executive officers.
BENEFIT PLANS. The executive officers also participate in the Company's
Profit Sharing Plan and the ESBP. All executive officers and employees having
at least 90 days of service and are at least 18 years of age are eligible to
participate in both plans. With respect to the Profit Sharing Plan, each year
the Company, in its sole discretion, may match 50% of employee contributions up
to a maximum amount equal to 5% of the employee's compensation, either in cash
or in Common Shares of the Company, and contribute such amounts to the Profit
Sharing Plan. All contributions to the Profit Sharing Plan are allocated to
accounts maintained on behalf of each participating employee and, to the extent
vested, are distributed to the employee upon retirement, death, disability or
termination of service. Historically, the Company has made its contribution in
the form of Common Shares of the Company. With respect to the ESBP, the Board
of Directors may make contributions to the ESBP in the form of Common Shares or
cash in such amounts, if any, as it may determine in its sole discretion, and
participating employees may make voluntary contributions to the ESBP in amounts
up to 10% of their annual compensation. The funds accumulated under the ESBP
are invested by the trustee primarily in Common Shares of the Company.
Distributions are made to employees at retirement, death, disability or
termination of service, in Common Shares or, at the employee's option, in cash.
Because a significant portion of the assets of both of these plans is invested
in the Company's stock, both plans further serve to align the interests of
employees, management and shareholders.
11
<PAGE> 15
COMPENSATION OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER
The compensation for the Company's President and Chief Executive Officer,
Dane A. Miller, Ph.D., is established by the Committee, without participation
by Dr. Miller, and approved by the Board of Directors. Over the years, Dr.
Miller has received modest increases in his cash compensation, notwithstanding
the strong financial results of the Company. These modest increases reflect
his cost-conscious management style and belief that the financial success of
management should be closely aligned with shareholder interests through
appreciation in the value of the Company's shares. Dr. Miller has never
received a stock option and he does not participate in the Company's stock
option program. Notwithstanding an increase in the Company's sales and
earnings in excess of 18% for fiscal year 1996, the total compensation paid to
Dr. Miller increased less than 11%.
Under the leadership and vision of Dr. Miller and Niles L. Noblitt,
Chairman of the Board, the Company and its shareholders continue to enjoy
outstanding performance and success. The Committee and entire Board of
Directors are proud to note that Dr. Miller and the other executive officers
have been nationally recognized on several occasions as providing one of the
best returns to shareholders relative to executive compensation.
The Committee believes that the executive compensation programs and
practices described above are conservative and fair to the Company's
shareholders. The Committee further believes that these programs and practices
serve the best interests of the Company and its shareholders.
Respectfully submitted,
Kenneth V. Miller, Chairman
Dane A. Miller, Ph.D.
Jerry L. Miller
Niles L. Noblitt
12
<PAGE> 16
STOCK PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return on
the Company's Common Shares with the cumulative total return of the Standard &
Poor's 500 Composite Stock Index (the "S&P 500 Index") and the Standard &
Poor's Medical Products and Supplies Industry Group Index (the "S&P Medical
Index") for the five most recent fiscal years ended May 31. The comparison
assumes $100 invested on May 31, 1991, in the Company's Common Shares and in
each of the indices.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
OF BIOMET, INC., THE S & P 500 INDEX AND THE S & P MEDICAL INDEX
<TABLE>
<CAPTION>
S & P
YEAR ENDED BIOMET, S & P MEDICAL
MAY 31 INC. 500 INDEX
<S> <C> <C> <C>
1991 100 100 100
1992 122 110 112
1993 72 123 91
1994 67 128 86
1995 103 154 126
1996 97 197 172
* $100 INVESTED ON 05/31/91 IN STOCK OR
INDEX - INCLUDING REINVESTMENT OF
DIVIDENDS. FISCAL YEAR ENDING MAY 31.
</TABLE>
CERTAIN TRANSACTIONS
L. Gene Tanner, a member of the Board of Directors of the Company, is an
executive officer and director of the investment banking firm of NatCity
Investments, Inc. which provided services to the Company during the past fiscal
year and is expected to do so in the future.
Marilyn Tucker Quayle, a member of the Board of Directors of the Company,
is a partner in the law firm of Krieg, DeVault, Alexander and Capehart which
provided services to the Company during the past fiscal year and is expected to
do so in the future.
C. Scott Harrison, M.D., a member of the Board of Directors, has served as
Special Projects Advisor to the Company since January 1994. Prior thereto, Dr.
Harrison was the President, Chief Executive Officer and
13
<PAGE> 17
Chairman of the Board of Kirschner Medical Corporation from 1991 to
1994. The Board is utilizing his experience and talents to evaluate various
acquisition and investment opportunities. Dr. Harrison serves as an
independent contractor and reports to the Board of Directors. He is paid an
annual fee of $100,000 for his services.
Dane A. Miller, Ph.D., President and Chief Executive Officer and a member
of the Board of Directors of the Company, is a majority shareholder in a
corporation which provides the use of an aircraft to the Company on an
as-needed basis. The Company pays a flat monthly fee of $20,800 to that
corporation for the use of the aircraft. The Company made payments to that
corporation of approximately $249,600 during the last fiscal year. The Board
of Directors believes the rental rate and other terms of this arrangement to be
no less favorable to the Company than would have been available in the absence
of the relationship described.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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 ("SEC") initial reports of ownership and
reports of changes in ownership of Common Shares and other equity securities of
the Company. Officers, directors and greater than ten-percent shareholders are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms filed by them.
For fiscal years 1992, 1993 and 1996, director Jerry L. Miller did not
file on a timely basis under Section 16(a) of the Securities Exchange Act of
1934 eight (8) required reports relating to ten (10) transactions. All
transactions involved sales of stock in the possession of an independent bank
held in accounts on behalf of two trusts for the benefit of Mr. Miller's
children for which Mr. Miller and the independent bank are co-trustees.
Although Mr. Miller and the bank had agreed generally that sales on behalf of
the trusts were appropriate, the bank periodically made such sales without
advance consultation with Mr. Miller regarding the exact dates of sale. The
late filings involved an aggregate of 32,000 shares, as to which Mr. Miller
disclaims beneficial ownership and which represent less than 1.4% of Mr.
Miller's total holdings of Biomet stock. To ensure that a similar situation
does not occur in the future, Mr. Miller and the co-trustee have established
clear procedures to ensure timely filings.
Except for the transactions referenced above, to the Company's knowledge
based solely on review of the copies of such reports furnished to the Company
and written representations that no other reports were required, all Section
16(a) filing requirements applicable to its officers, directors and
greater-than-ten percent beneficial owners were complied with on a timely basis
during the fiscal year ended May 31, 1996.
14
<PAGE> 18
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS (ITEM 2)
Subject to ratification by the shareholders, the Board of Directors has
selected Coopers & Lybrand L.L.P. as independent accountants for the Company
for the fiscal year ending May 31, 1997. The Company has been advised by such
firm that neither it nor any of its associates has any direct or material
indirect financial interest in the Company.
Representatives of Coopers & Lybrand L.L.P. are expected to be present at
the Annual Meeting and to be available to respond to appropriate questions
concerning the audit for the fiscal year ended May 31, 1996.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of the
Company has no knowledge of any matters to be presented for consideration at
the Annual Meeting other than those referred to above. If (a) any matters not
within the knowledge of the Board of Directors as of the date of this Proxy
Statement should properly come before the meeting; (b) a person not named
herein is nominated at the meeting for election as a director because a nominee
named herein is unable to serve or for good cause will not serve; (c) any
proposals properly omitted from this Proxy Statement and the form of proxy
should come before the meeting; or (d) any matters should arise incident to the
conduct of the meeting, then the proxies will be voted in accordance with the
recommendations of the Board of Directors of the Company.
By Order of the Board of Directors,
/s/ Daniel P. Hann
Daniel P. Hann, Secretary
August 14, 1996
15
