February 5, 1999
To Our Stockholders:
At our Annual Meeting yesterday, three important issues were presented for
stockholder consideration. Items 1 and 3, the election of Frederick R. Cronin
as a director for three years and the approval of the State of Wisconsin
Investment Board proposal, each received the votes of the requisite number of
shares, a majority of those present and voting at the meeting.
Item 2 dealt with the 1979 Employee Stock Purchase Plan and required the vote
of a majority of all shares outstanding, not just those present at the meeting.
This threshold was not achieved notwithstanding those stockholders who
did vote voted overwhelmingly for this item.
Characteristically, General DataComm receives stockholder votes that represent
up to 90 percent of your Company's outstanding shares. Due to delays in
mailing this year's proxy materials, only slightly over 50 percent of all
outstanding shares of the Company were voted by the time of the annual meeting.
Therefore, in order to ensure the widest stockholder representation and give
each stockholder an opportunity to vote on Item 2, the Company will keep the
polls open on this item until 4:00 P.M. local time, February 25, 1999 at
Weisman Celler Spett & Modlin, P.C., 15th Floor, 445 Park Avenue, New York,
New York. Your immediate and positive vote is encouraged.
The Employee Stock Purchase Plan--the subject of outstanding Item 2--was
designed to help GDC attract and retain highly qualified technical staff and
other employees in the Company's very competitive business. Since this
proposal adds 600,000 shares, it is an important incentive to our employees and,
we hope you will vote for it if you have not already done so. Previously
other similar proposals have been overwhelmingly approved by the Company's
stockholders.
A new proxy card is enclosed in case you did not vote previously. We urge you
to vote "FOR" the only remaining item and return it in the postage-paid
envelope.
If you have any questions on how to execute your vote, please call our proxy
solicitor, Morrow & Co., Inc. at 1-800-662-5200. Thank you for your
cooperation.
Sincerely,
/S/ CHARLES P. JOHNSON
Charles P. Johnson
Chairman of the Board
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GENERAL DATACOMM INDUSTRIES, INC.
PROXY - Annual Meeting of Stockholders -
February 4, 1999
Adjourned to 4:00 P.M., February 15, 1999 on Item 2 only
(SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned stockholder of
General DataComm Industries, Inc., hereby constitutes and appoints CHARLES P.
JOHNSON, HOWARD S. MODLIN and GERALD GORDON, and each and any of them, the
attorneys and proxies of the undersigned with full power of substitution to
vote for and in the name, place and stead of the undersigned, at the Annual
Meeting of the Stockholders of said Corporation, to be held at Weisman Celler
Spett & Modlin, P.C. 15th Floor, 445 Park Avenue, New York, New York, on
February 25, 1999 at 4:00 P.M., and at any adjournments thereof, the number
of votes the undersigned would be entitled to cast if present:
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(2) FOR __ AGAINST __ ABSTAIN __ the proposal to add 600,000 shares to
the Corporation's 1979 Employee Stock Purchase Plan.
(4) FOR __ AGAINST __ ABSTAIN __ in their discretion, to further adjourn the
meeting or any adjournments thereof.
Unless you specify otherwise, this Proxy will be voted "FOR" the amendment
to the 1979 Employee Stock Purchase Plan.
A majority of said attorneys and proxies, or their substitute at said meeting,
or any adjournments thereof (or if only one (1), that one (1)) may exercise
all of the powers hereby given. Any proxy to vote any of the shares, with
respect to which the undersigned is or would be entitled to vote, heretofore
given to any person or persons other than the persons named above is
hereby revoked.
IN WITNESS WHEREOF, the undersigned has signed and sealed this proxy and
hereby acknowledges receipt of a copy of the notice of said meeting and proxy
statement in reference thereto both dated December 14, 1998.
Dated: ______________________1999
___________________________ (L.S.)
(Stockholder(s) Signature)
____________________________ (L.S.)
NOTE: This Proxy, properly completed, dated and signed, should be returned
immediately in the enclosed postage-paid envelope to GENERAL DATACOMM
INDUSTRIES, INC.
