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
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e) (2))
HEICO CORPORATION
(Name of Registrant as Specified in Its Charter)
HEICO CORPORATION
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on the 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:
[ ] 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>
HEICO CORPORATION
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 21, 2000
----------------
The Annual Meeting of Shareholders of HEICO Corporation, a Florida
corporation ("HEICO" or the "Company"), will be held on March 21, 2000, at
10:00 A.M. local time, at The Sheraton Fort Lauderdale Airport Hotel, 1825
Griffin Road, Dania, Florida, for the following purposes:
1. To elect a Board of Directors for the ensuing year;
2. Transacting such other business as may properly come before the meeting
or any adjournments thereof.
Only holders of record of HEICO Common Stock and Class A Common Stock at
the close of business on January 24, 2000 will be entitled to vote at the
Meeting.
YOU ARE REQUESTED, REGARDLESS OF THE NUMBER OF SHARES OWNED, TO SIGN AND
DATE THE ENCLOSED PROXY AND TO MAIL IT PROMPTLY. YOU MAY REVOKE YOUR PROXY
EITHER BY WRITTEN NOTICE TO HEICO OR IN PERSON AT THE MEETING (WITHOUT
AFFECTING ANY VOTE PREVIOUSLY TAKEN).
BY ORDER OF THE BOARD OF DIRECTORS
3000 Taft Street LAURANS A. MENDELSON,
Hollywood, Florida CHAIRMAN OF THE BOARD,
February 15, 2000 PRESIDENT AND
CHIEF EXECUTIVE OFFICER
<PAGE>
HEICO CORPORATION
3000 TAFT STREET, HOLLYWOOD, FLORIDA 33021
----------------
PROXY STATEMENT
----------------
This Proxy Statement is furnished to the shareholders of HEICO Corporation
("HEICO" or the "Company") in connection with the solicitation of proxies by
HEICO's Board of Directors (the "Board") for use at the annual meeting of
shareholders of HEICO to be held at The Sheraton Fort Lauderdale Airport Hotel,
1825 Griffin Road, Dania, Florida 33004 on Tuesday, March 21, 2000 at 10:00
A.M., local time. This Proxy Statement is first being mailed to shareholders on
or about February 18, 2000.
At the annual meeting, the shareholders will be asked to elect a Board and
to vote on any other business which properly comes before the meeting.
THE BOARD OF DIRECTORS OF HEICO URGES YOU PROMPTLY TO DATE, SIGN AND MAIL
YOUR PROXY, IN THE FORM ENCLOSED WITH THIS PROXY STATEMENT, TO MAKE CERTAIN
THAT YOUR SHARES ARE VOTED AT THE MEETING. PROXIES IN THE ENCLOSED OR OTHER
ACCEPTABLE FORM THAT ARE RECEIVED IN TIME FOR THE MEETING WILL BE VOTED.
HOWEVER, YOU MAY REVOKE YOUR PROXY AT ANY TIME BY A REVOCATION IN WRITING OR A
LATER DATED PROXY THAT IS RECEIVED BY HEICO, AND IF YOU ATTEND THE MEETING YOU
MAY VOTE YOUR SHARES IN PERSON.
If your proxy is received in time for the meeting, it will be voted in the
manner specified by you in the proxy. If you do not specify a choice, the proxy
will be voted as indicated in the form of proxy.
HEICO will bear the expense of soliciting proxies in the accompanying
form. Solicitations will be by mail, and directors, officers and regular
employees of HEICO may solicit proxies personally or by telephone, telegram or
special letter. HEICO will also employ Beacon Hill Partners, Inc., 90 Broad
Street, New York, New York 10004, to assist in soliciting proxies for a fee of
$5,000.00 plus related out-of-pocket expenses.
Only holders of record of HEICO Common Stock, $0.01 par value per share
(the "Common Stock") and Class A Common Stock, $0.01 par value per share (the
"Class A Common Stock") at the close of business on January 24, 2000 will be
entitled to vote at the meeting. On that date there were 8,417,270 shares of
Common Stock, each entitled to one vote and 7,349,329 shares of Class A Common
Stock, each entitled to 1/10th vote per share outstanding.
<PAGE>
VOTING SECURITIES OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table sets forth some information regarding the beneficial
ownership of the Common Stock and Class A Common Stock as of January 24, 2000
by (i) each person who is known to the Company to be the beneficial owner of
more than 5% of the outstanding Common Stock or Class A Common Stock, (ii) the
Chief Executive Officer and the other four most highly compensated executive
officers, (iii) each of the directors of the Company, and (iv) all directors
and executive officers of the Company as a group. Except as set forth below,
the shareholders named below have sole voting and investment power with respect
to all shares of Common Stock and Class A Common Stock shown as being
beneficially owned by them.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED(2)
-----------------------------------------------------
CLASS A
COMMON STOCK COMMON STOCK
------------------------- -------------------------
NAME AND ADDRESS
OF BENEFICIAL OWNER(1) NUMBER PERCENT NUMBER PERCENT
- ---------------------------------------------------------------- ----------- ----------- ------------ ----------
<S> <C> <C> <C> <C>
(a) Certain beneficial owners:
Mendelson Reporting Group(3) ................................... 2,281,459 23.01% 711,551 8.99%
HEICO Savings and Investment Plan(4) ........................... 1,259,272 14.96% 633,820 8.62%
Dr. Herbert A. Wertheim(5) ..................................... 1,136,176 13.50% 568,088 7.73%
Palisade Capital Management, L.L.C.(6) ......................... -- -- 642,000 8.74%
Rene Plessner Reporting Group(7) ............................... 448,067 5.32% 224,034 3.05%
(b) Directors:
Jacob T. Carwile(8) ............................................ 135,013 1.58% 67,782 *
Samuel L. Higginbottom ......................................... 3,749 * 2,149 *
Eric A. Mendelson(9) ........................................... 477,059 5.47% 213,340 2.85%
Laurans A. Mendelson(10) ....................................... 1,646,683 17.69% 435,441 5.69%
Victor H. Mendelson(11) ........................................ 472,281 5.42% 211,050 2.82%
Albert Morrison, Jr.(12) ....................................... 17,073 * 8,811 *
Dr. Alan Schriesheim(13) ....................................... 122,994 1.44% 61,772 *
Guy C. Shafer .................................................. 11,475 * 6,012 *
(c) Executive officers listed in Summary Compensation
table who are not directors:
Thomas S. Irwin(14) ............................................ 347,462 4.04% 127,743 1.72%
James L. Reum(15) .............................................. 116,413 1.37% 13,218 *
All directors and officers as a group (10 persons)(16) ......... 3,035,638 29.12% 999,038 12.29%
All directors, officers, the HEICO Savings and
Investment Plan and the Mendelson Reporting
Group as a group ............................................. 4,212,000 40.40% 1,591,353 19.58%
</TABLE>
- ----------------
* Represents ownership of less than 1%.
(1) Unless otherwise indicated, the address of each beneficial owner
identified is c/o HEICO Corporation, 3000 Taft Street, Hollywood, Florida
33021. Except as otherwise indicated, such beneficial owners have sole
voting and investment power with respect to all shares of Common Stock and
Class A Common Stock owned by them, except to the extent such power may be
shared with a spouse.
(2) The number of shares of Common Stock and Class A Common Stock deemed
outstanding includes (i) 8,417,270 shares of Common Stock outstanding as
of January 24, 2000, (ii) 7,349,329 shares of Class A Common Stock
outstanding as of January 24, 2000, and (iii) shares issued pursuant to
options held by the respective person or group which may be exercised
within 60 days after January 24, 2000 ("presently exercisable stock
options") as set forth below. Pursuant to the rules of the Securities and
Exchange Commission, presently exercisable stock options are deemed to be
outstanding and to be beneficially owned by the person or group for the
purpose of computing the percentage ownership of such person or group, but
are not treated as outstanding for the purpose of computing the percentage
ownership of any other person or group.
(3) The Mendelson Reporting Group consists of Laurans A. Mendelson; Eric A.
Mendelson; Victor H. Mendelson; Mendelson International Corporation "MIC,"
a corporation whose stock is owned solely by Eric and Victor Mendelson and
whose Chairman of the Board is Laurans A. Mendelson; LAM Limited Partners,
a partnership whose sole general partner is a corporation controlled by
Arlene Mendelson, the wife of Laurans A. Mendelson; LAM Alpha Limited
Partners, a partnership whose sole general partner is a corporation
controlled by Laurans A. Mendelson, and the Victor H. Mendelson
2
<PAGE>
Revocable Investment Trust, whose grantor, sole presently vested
beneficiary and a trustee is Victor H. Mendelson. Includes 1,496,317 shares
of Common Stock and 568,661 shares of Class A Common Stock covered by
currently exercisable stock options. Also includes 17,486 shares of Common
Stock and 34,594 shares of Class A Common Stock held of record by employees
and former shareholders of the Company's Northwings Accessories Corp.
subsidiary but subject to a voting proxy held by Laurans A. Mendelson. See
Notes (9), (10) and (11) below. The address of the Mendelson Reporting
Group is 825 Brickell Bay Drive, 16th Floor, Miami, Florida 33131.
(4) Reflects 628,007 shares of Common Stock and 318,793 shares of Class A
Common Stock allocated to participants' individual accounts and 631,265
unallocated shares of Common Stock and 315,027 unallocated shares of Class
A Common Stock as of September 30, 1999. Under the terms of the Plan, all
shares allocated to the accounts of participating employees will be voted
or not as directed by written instructions from the participating
employees, and allocated shares for which no instructions are received and
all unallocated shares will be voted in the same proportion as the shares
for which instructions are received. The address of HEICO Savings and
Investment Plan is c/o Reliance Trust Company, 3384 Peachtree Road NE,
Suite 900, Atlanta, Georgia 30326.
(5) The address of Dr. Wertheim is 191 Leucadendra Drive, Coral Gables,
Florida 33156.
(6) Based on information in a Schedule 13G filed on February 10, 2000, all of
which shares are held in portfolios of advisory clients of Palisade
Capital Management, L.L.C., One Bridge Plaza, Suite 695, Fort Lee, NJ
07024.
(7) Based on information in a Schedule 13D dated January 9, 1997 filed by Mr.
Plessner individually and as sole Trustee for the Rene Plessner Associates,
Inc. Profit Sharing Plan. Reflects 279,979 shares of Common Stock and
139,990 shares of Class A Common Stock held by Mr. Plessner and 168,088
shares of Common Stock and 84,044 shares of Class A Common Stock held by
the Rene Plessner Associates, Inc. Profit Sharing Plan, an employee profit
sharing plan of Rene Plessner Associates, Inc., an executive search
company. The address of Rene Plessner Reporting Group is 375 Park Avenue,
New York, NY 10052.
(8) Reflects 123,538 shares of Common Stock and 61,770 shares of Class A
Common Stock subject to presently exercisable stock options.
(9) Reflects 157,282 shares of Common Stock and 74,140 shares of Class A
Common Stock held by MIC, 303,105 shares of Common Stock and 130,553 shares
of Class A Common Stock covered by currently exercisable stock options and
14,830 shares of Common Stock and 7,426 shares of Class A Common Stock held
by the HEICO Savings and Investment Plan and allocated to Eric A.
Mendelson's account and 250 shares of Common Stock and 425 shares of Class
A Common Stock owned by Eric Mendelson's children. See Note (3) above.
(10) Laurans A. Mendelson disclaims beneficial ownership with respect to 157,282
shares of Common Stock and 74,140 shares of Class A Common Stock,
respectively, of these shares, which are held in the name of MIC, 21,050
shares of Common Stock and 8,875 shares of Class A Common Stock which were
donated to Laurans A. and Arlene H. Mendelson Charitable Foundation, Inc.,
of which Mr. Mendelson is President, and 17,486 shares of Common Stock and
34,594 shares of Class A Common Stock held of record by employees and
former shareholders of the Company's Northwings subsidiary but subject to a
voting proxy held by Mr. Mendelson. Includes 540,219 shares of Common Stock
held solely by Mr. Mendelson or LAM Limited Partners or LAM Alpha Limited
Partners. Also includes 890,105 shares of Common Stock and 307,554 shares
of Class A Common Stock covered by currently exercisable stock options and
20,541 shares of Common Stock and 10,278 shares of Class A Common Stock
held by the HEICO Savings and Investment Plan and allocated to Mr.
Mendelson's account. See Notes (3), (9) and (11).
(11) Reflects 157,282 shares of Common Stock and 74,140 shares of Class A Common
Stock held by MIC, 303,107 shares of Common Stock and 130,554 shares of
Class A Common Stock covered by currently exercisable stock options, of
which 156,485 shares of Common Stock and 78,243 shares of Class A Common
Stock are held by the Victor H. Mendelson Revocable Investment Trust, and
11,197 shares of Common Stock and 5,609 shares of Class A Common Stock held
by the HEICO Savings and Investment Plan and allocated to Victor H.
Mendelson's account and 400 shares of Class A Common Stock owned by Victor
Mendelson's children. See Note (3) above.
(12) Albert Morrison Jr.'s voting and dispositive power with respect to 15,481
and 7,740 shares of Common Stock and Class A Common Stock, respectively, of
these shares is held indirectly through Sheridan Ventures, Inc., a
corporation of which Mr. Morrison is the President, but not a shareholder.
(13) Reflects 111,182 shares of Common Stock and 55,592 shares of Class A Common
Stock subject to presently exercisable stock options.
(14) Reflects 177,649 shares of Common Stock and 87,827 shares of Class A Common
Stock covered by currently exercisable stock options and 28,154 shares of
Common Stock and 14,088 shares of Class A Common Stock held by the HEICO
Savings and Investment Plan and allocated to Thomas S. Irwin's account.
(15) Reflects 99,988 shares of Common Stock and 5,000 shares of Class A Common
Stock covered by currently exercisable stock options, and 8,188 shares of
Common Stock and 4,104 shares of Class A Common Stock held by the HEICO
Savings and Investment Plan and allocated to James L. Reum's account.
(16) Reflects 2,008,674 shares of Common Stock and 778,850 shares of Class A
Common Stock covered by currently exercisable stock options. The total for
all directors and officers as a group (10 persons) also includes 82,910
shares of Common Stock and 41,505 shares of Class A Common Stock held by
the HEICO Savings and Investment Plan and allocated to accounts of officers
pursuant to the Plan. See Note (4) above.
3
<PAGE>
PROPOSAL TO ELECT DIRECTORS
(PROPOSAL NO. 1)
Each of the eight individuals named in the table below has been nominated
by management for election to the Board at the annual meeting to serve until
the next annual meeting or until his successor is elected and qualified. All of
the nominees are currently serving as directors.
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE CORPORATE OFFICE OR POSITION SINCE
- ------------------------ ----- ------------------------------------------------------ ---------
<S> <C> <C> <C>
Jacob T. Carwile 76 Director(1)(3) 1975
Samuel L. Higginbottom 78 Director(1)(2)(5) 1989
Eric A. Mendelson 34 Vice President of the Company; President of HEICO 1992
Aerospace Holdings Corp. and Director(6)
Laurans A. Mendelson 61 Chairman of the Board, President and Chief Executive 1989
Officer, Director(2)(6)
Victor H. Mendelson 32 Vice President and General Counsel of the Company; 1996
President of HEICO Aviation Products Corp. and
Director(4)(6)
Albert Morrison, Jr. 63 Director(3)(5) 1989
Dr. Alan Schriesheim 69 Director(2)(3)(4) 1984
Guy C. Shafer 81 Director(1)(5) 1989
</TABLE>
- ----------------
(1) Member of Nominating and Executive Compensation Committee.
(2) Member of Executive Committee.
(3) Member of Finance/Audit Committee.
(4) Member of Environmental, Safety and Health Committee.
(5) Member of Stock Option Plan Committee.
(6) Laurans A. Mendelson is the father of Eric A. Mendelson and Victor H.
Mendelson.
BUSINESS EXPERIENCE OF NOMINEES
JACOB T. CARWILE retired as a Lt. Col. from the United States Air Force
("USAF"), and presently serves as an aerospace consultant. During Mr. Carwile's
USAF career, Mr. Carwile served as a command pilot and procurement officer,
working extensively in the development, testing, and production of many
aircraft, helicopters, and engines. Mr. Carwile also served in special
management positions with numerous overhaul and modification facilities in the
United States and Spain. From 1972 to 1987 Mr. Carwile served as president of
Decar Associates, which provided aviation material to the U.S. government and
the aerospace industry.
SAMUEL L. HIGGINBOTTOM is a retired executive officer of Rolls Royce, Inc.
(an aircraft engine manufacturer), where he served as Chairman, President and
Chief Executive Officer from 1974 to 1986. He was the Chairman of the Columbia
University Board of Trustees from 1982 until September 1989. He was President,
Chief Operating Officer and a director of Eastern Airlines, Inc., from 1970 to
1973 and served in various other executive capacities with that company from
1964 to 1969. Mr. Higginbottom was a director of British Aerospace Holdings,
Inc., an aircraft manufacturer, from 1986 to 1999 and was a director of
AmeriFirst Bank from 1986 to 1991. He is Vice Chairman of St. Thomas
University, Miami, Florida.
ERIC A. MENDELSON has served as Vice President of the Company since 1992,
and has been President of HEICO Aerospace Holdings Corp. ("HEICO Aerospace"), a
subsidiary of HEICO, since its formation in 1997 and President of HEICO
Aerospace Corporation since 1993. He also served as President of HEICO's Jet
Avion Corporation, a wholly owned subsidiary of HEICO Aerospace, from
4
<PAGE>
1993 to 1996 and served as Jet Avion's Executive Vice President and Chief
Operating Officer from 1991 to 1993. From 1990 to 1991, Mr. Mendelson was
Director of Planning and Operations of the Company. Mr. Mendelson is a
co-founder, and, since 1987, has been Managing Director of Mendelson
International Corporation ("MIC"), a private investment company which is a
shareholder of HEICO. He received his AB degree from Columbia College and his
MBA from the Columbia University Graduate School of Business. Eric Mendelson is
the son of Laurans Mendelson and the brother of Victor Mendelson.
LAURANS A. MENDELSON has served as Chairman of the Board of the Company
since December 1990. Mr. Mendelson has also served as Chief Executive Officer
of the Company since February 1990, President of the Company since September
1991 and served as President of the Company's former MediTek Health Corporation
subsidiary ("MediTek") from May 1994 until its sale in July 1996. In 1997 and
1999, Mr. Mendelson served on the board of governors of the Aerospace
Industries Association. Mr. Mendelson is a Certified Public Accountant. Mr.
Mendelson is a member of the Board of Trustees of Columbia University in the
City of New York and the Board of Trustees of Mount Sinai Medical Center in
Miami Beach, Florida.
VICTOR H. MENDELSON has served as Vice President of the Company since
1996, as President of HEICO Aviation Products Corp. since September 1996 and as
General Counsel of the Company since 1993. He served as Executive Vice
President of MediTek from 1994 and its Chief Operating Officer from 1995 until
its sale in July 1996. He was the Company's Associate General Counsel from 1992
until 1993. From 1990 until 1992, he worked on a consulting basis with the
Company developing and analyzing various strategic opportunities. Mr. Mendelson
is a co-founder and, since 1987, has been President of MIC (a private
investment company which is a shareholder of HEICO). Mr. Mendelson received his
AB degree from Columbia College and his JD from The University of Miami School
of Law. He is a Trustee of St. Thomas University, Miami, Florida. Victor
Mendelson is the son of Laurans Mendelson and the brother of Eric Mendelson.
ALBERT MORRISON, JR. has served as President of Morrison, Brown, Argiz &
Company, a certified public accounting firm located in Miami, Florida, since
1971. He has served as the Vice Chairman of the Dade County Industrial
Development Authority since 1983. Mr. Morrison is the Treasurer of the Florida
International University Board of Trustees and has served as a Trustee since
1980. Mr. Morrison also served as a director of Logic Devices, Inc., a computer
electronics company and Walnut Financial Services, Inc., a financial services
company.
DR. ALAN SCHRIESHEIM is retired from the Argonne National Laboratory,
where he served as Director from 1984 to 1996. From 1983 to 1984, he served as
Senior Deputy Director and Chief Operating Officer of Argonne. From 1956 to
1983, Dr. Schriesheim served in a number of capacities with Exxon Corporation
in research and administration, including positions as General Manager of the
Engineering Technology Department for Exxon Research and Engineering Co. and
Director of Exxon's Corporate Research Laboratories. Dr. Schriesheim is also a
director of Rohm and Haas Company, a chemical company, and a member of the
Board of the Children's Memorial Hospital of Chicago, Illinois.
GUY C. SHAFER is retired from Coltec Industries, Inc., formerly Colt
Industries, Inc., (a manufacturer of aviation and automotive equipment), where
he served as Advisor to the Chief Executive Officer from 1987 to 1988,
Executive Vice President from 1985 to 1986 and Group Vice President from 1969
to 1985. Mr. Shafer has been in the aviation and automotive manufacturing
industry since 1946.
Meetings of the Board are held periodically during the year. The Board
held eight meetings in fiscal 1999. The Board currently has five standing
committees: the Executive Committee; the Nominating and Executive Compensation
Committee; the Finance/Audit Committee; the Environmental, Safety and Health
Committee and the Stock Option Plan Committee. The Executive Committee has such
powers as are delegated by the Board, which may be exercised while the Board is
5
<PAGE>
not in session, provided such powers are not in conflict with specific powers
conferred to other committees or are otherwise contrary to law. The Nominating
and Executive Compensation Committee determines the Company's director and
officer requirements and recommends to the full Board nominees for election.
The Nominating and Executive Compensation Committee does not solicit
nominations from shareholders. That Committee also reviews and approves
compensation of the Company's officers, key employees and directors. The
Finance/Audit Committee oversees the quality and integrity of the accounting,
auditing, and reporting practices of the Company including a recommendation for
selection and retention of the Company's independent accountant, oversight of
internal audit activities and controls, review of internal statements with
management and the independent auditor, and reviewing the status of pending
litigation, tax matters and compliance issues. In December 1999, the Board
adopted a formal written Audit Committee Charter documenting these roles and
responsibilities. The Environmental, Safety and Health Committee meets with the
Company's senior management and oversees compliance in all matters relating to
federal and state environmental, safety and health regulations. The Stock
Option Plan Committee administers the Company's stock option plans including
authority to grant options, determines the persons to whom and the times at
which options are granted, and determines the terms and provisions of each
grant. During fiscal 1999, the Stock Option Committee met three times, the
Nominating and Executive Compensation Committee met three times, the
Finance/Audit Committee met two times, the Executive Committee met two times
and the Environmental, Safety and Health Committee met four times.
The persons named in the enclosed proxy card intend to vote such proxy for
the election of the listed nominees, or, in the event of death,
disqualification, refusal or inability of any nominee to serve, for the
election of such other person as management may recommend in the place of such
nominee to fill such vacancy. Management has no reason to believe that any of
the nominees will not be a candidate or will be unable to serve.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR ALL OF
MANAGEMENT'S NOMINEES.
COMPENSATION OF DIRECTORS
Directors receive director's fees of $1,000 for each regular Board meeting
attended and an annual retainer of $18,000. Directors of the Company are
required to purchase shares of HEICO Common Stock equivalent to 1/3 of their
annual retainers ($6,000). Members of committees of the Board of the Company
are paid a $2,000 annual retainer for each committee served and $500 for
attendance at each committee meeting. In addition, committee chairmen are paid
an annual retainer of $1,000 for each committee chaired. During fiscal 1999, an
aggregate of $143,000 was paid to directors under the compensation arrangements
described above (including $27,500 paid to Jacob Carwile, $30,500 paid to
Samuel Higginbottom, $29,500 paid to Albert Morrison, Jr., $29,500 paid to Dr.
Alan Schriesheim and $26,000 paid to Guy Shafer), excluding amounts paid to
Laurans A. Mendelson, Eric A. Mendelson and Victor H. Mendelson, which are
reported in the Summary Compensation Table. Per diem fees for other consulting
services are paid to individual directors, as assigned by the Chairman of the
Board, in the amount of $600 per day. During fiscal 1999, an aggregate of
$119,100 was paid to directors for consulting services (including $38,400 paid
to Jacob Carwile, $79,500 paid to Samuel Higginbottom, and $1,200 paid to Dr.
Alan Schriesheim).
The Company's Directors' Retirement Plan, adopted in 1991 in order to
facilitate Director retirements, covers the then current directors of the
Company. Under the Directors' Retirement Plan, participants will, upon
retirement from the Board, receive annually the average retainer such director
was paid during his service as a member of the Board payable in quarterly
installments. Such quarterly payments are not to be less than $3,000. Subject
to the terms of the Directors' Retirement Plan, these quarterly payments will
continue for the same period of time that the participant served on the Board,
not to exceed ten years. During fiscal 1999, $67,000 was accrued, while amounts
totaling $11,000 were paid pursuant to the Directors' Retirement Plan.
6
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table provides certain summary information concerning
compensation paid or accrued by the Company and its subsidiaries, to or on
behalf of the Company's Chief Executive Officer and each of the four other most
highly compensated executive officers of the Company or its subsidiaries
(determined as of the end of the last fiscal year) for the fiscal years ended
October 31, 1999, 1998 and 1997:
<TABLE>
<CAPTION>
ANNUAL COMPENSATION(1)
--------------------------------------
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OTHER($)
- -------------------------------- ------ ----------- ---------- ---------------
<S> <C> <C> <C> <C>
Laurans A. Mendelson 1999 385,000 -- 24,000(3)
Chairman of the Board, 1998 385,000 350,000 33,215(3)
President and Chief 1997 350,000 200,000 169,642(4)
Executive Officer
Thomas S. Irwin 1999 180,000 -- --
Executive Vice President 1998 180,000 190,000 --
and Chief Financial Officer 1997 165,000 85,000 90,000(5)
Eric A. Mendelson 1999 180,000 -- 19,000(3)
Vice President; 1998 180,000 190,000 29,882(3)
President of HEICO 1997 150,000 190,000 16,642(3)
Aerospace Holdings Corp.
Victor H. Mendelson 1999 180,000 -- 24,500(3)
Vice President and 1998 180,000 190,000 33,382(3)
General Counsel; 1997 150,000 80,000 130,339(6)
President of HEICO
Aviation Products Corp.
James L. Reum 1999 180,000 -- --
Executive Vice President of 1998 180,000 150,000 --
HEICO Aerospace Holdings Corp. 1997 150,000 150,000 --
<CAPTION>
LONG-TERM COMPENSATION
--------------------------------------
AWARDS PAYOUTS
----------------------------- --------
RESTRICTED
STOCK OPTIONS/ LTIP ALL OTHER
NAME AND PRINCIPAL POSITION AWARD(S)($) SARS(#)(2) PAYOUTS COMPENSATION($)
- -------------------------------- ------------- --------------- -------- ----------------
<S> <C> <C> <C> <C>
Laurans A. Mendelson -- 100,000 -- 25,330(8)
Chairman of the Board, -- 25,000(7) -- 25,330(8)
President and Chief -- 45,000 -- 28,299(8)
Executive Officer
Thomas S. Irwin -- 40,000 -- 6,890(9)
Executive Vice President -- 50,000(7) -- 7,159(9)
and Chief Financial Officer -- 47,250 -- 9,759(9)
Eric A. Mendelson -- 40,000 -- 5,713(9)
Vice President; -- 100,000 -- 7,454(9)
President of HEICO -- 79,500 -- 9,000(9)
Aerospace Holdings Corp.
Victor H. Mendelson -- 40,000 -- 6,907(9)
Vice President and -- 100,000 -- 7,238(9)
General Counsel; -- 79,500 -- 9,000(9)
President of HEICO
Aviation Products Corp.
James L. Reum -- -- -- 6,600(9)
Executive Vice President of -- 25,000(7) -- 5,801(9)
HEICO Aerospace Holdings Corp. -- 39,750 -- 7,326(9)
</TABLE>
<PAGE>
- ----------------
(1) Salary and bonus amounts include amounts deferred by executive officers
pursuant to a non-qualified deferred compensation plan available to
selected executive officers. Under such deferred compensation plan,
selected employees may elect to defer a portion of their compensation.
Amounts deferred are immediately vested and invested in individually
directed investment accounts. Earnings on such investment accounts, which
are maintained by a Trustee, accrue to the benefit of the individual.
(2) The Company has not granted and does not currently grant Stock Appreciation
Rights ("SARs"). The option share amounts presented have been adjusted for
stock splits and dividends, as applicable.
(3) Represents payments of directors' fees.
(4) Represents a special $150,000 cash incentive payment awarded from the
proceeds of the sale of a minority interest in HEICO Aerospace Holdings
Corp., a subsidiary of the Company, and the payment of directors' fees
totaling $19,642.
(5) Represents a special $90,000 cash incentive payment awarded from the
proceeds of the sale of a minority interest in HEICO Aerospace Holdings
Corp., a subsidiary of the Company.
(6) Represents a special $110,000 cash incentive payment awarded from the
proceeds of the sale of a minority interest in HEICO Aerospace Holdings
Corp., a subsidiary of the Company, and the payment of directors' fees
totaling $20,339.
(7) Represents options granted for Class A Common Stock.
(8) Includes annual life insurance premiums paid by the Company of $18,250 in
fiscal years 1999, 1998 and 1997. Amount also includes Company
contributions to his HEICO Savings and Investment Plan account of $7,080
in fiscal 1999, $7,080 in fiscal 1998 and $9,549 in fiscal year 1997.
Prior to receiving a portion of the Company contributions under such plan,
Mr. Mendelson contributed, in cash, twice the amount that he received in
stock. Participation in the HEICO Savings and Investment Plan is available
to nearly all employees of the Company.
(9) Represents Company contributions to the HEICO Savings and Investment Plan
account of the named executive. Prior to receiving a portion of the
Company contributions under such plan, each named executive contributed,
in cash, twice the amount that he received in HEICO stock. Participation
in the HEICO Savings and Investment Plan is available to nearly all
employees of the Company.
7
<PAGE>
OPTIONS/SAR GRANTS TABLE
The following table sets forth information concerning individual grants of
stock options pursuant to the Company's Non-Qualified Stock Option Plan (the
"NQSO Plan") and 1993 Stock Option Plan during the fiscal year ended October
31, 1999 to the Company's Chief Executive Officer and each of the four other
most highly compensated executive officers of the Company. The Company has not
granted and does not currently grant stock appreciation rights.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
% OF TOTAL
OPTIONS/SARS
OPTIONS/ GRANTED TO EXERCISE
SARS EMPLOYEES IN OR BASE
NAME AND PRINCIPAL POSITION GRANTED(#)(1) FISCAL YEAR PRICE($/SH)
- ----------------------------- --------------- -------------- -------------
<S> <C> <C> <C>
Laurans A. Mendelson 100,000(3) 11% $ 25.94
Chairman of the Board,
President and Chief
Executive Officer
Thomas S. Irwin 40,000(4) 4% $ 25.94
Executive Vice President
and Chief Financial Officer
Eric A. Mendelson 40,000(4) 4% $ 25.94
Vice President;
President of HEICO
Aerospace Holdings Corp.
Victor H. Mendelson 40,000(4) 4% $ 25.94
Vice President and
General Counsel;
President of HEICO
Aviation Products Corp.
James L. Reum -- -- --
Executive Vice President
of HEICO Aerospace
<CAPTION>
POTENTIAL REALIZABLE
VALUE ASSUMING
ANNUAL RATES OF STOCK
MARKET APPRECIATION FOR
PRICE ON OPTION TERM(2)
DATE OF EXPIRATION -----------------------------------
NAME AND PRINCIPAL POSITION GRANT DATE 0%($) 5%($) 10%($)
- ----------------------------- ----------- ----------- ------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Laurans A. Mendelson $ 25.94 03/16/09 -- $1,631,195 $4,133,770
Chairman of the Board,
President and Chief
Executive Officer
Thomas S. Irwin $ 25.94 03/16/09 -- $ 652,478 $1,653,508
Executive Vice President
and Chief Financial Officer
Eric A. Mendelson $ 25.94 03/16/09 -- $ 652,478 $1,653,508
Vice President;
President of HEICO
Aerospace Holdings Corp.
Victor H. Mendelson $ 25.94 03/16/09 -- $ 652,478 $1,653,508
Vice President and
General Counsel;
President of HEICO
Aviation Products Corp.
James L. Reum -- -- -- -- --
Executive Vice President
of HEICO Aerospace
</TABLE>
- ----------------
(1) No stock appreciation rights have been granted.
(2) Based upon arbitrary assumptions of 0%, 5%, and 10% annual appreciation of
the Company's Common Stock through the expiration date of the executive's
options granted during the last fiscal year.
(3) Options were 100% vested at grant.
(4) Options vest 20% per annum.
8
<PAGE>
AGGREGATED OPTION/SAR EXERCISES AND
FISCAL YEAR-END OPTION/SAR VALUE TABLE
The following table sets forth information concerning options exercised
during fiscal 1999 and unexercised options to purchase the Company's Common
Stock and Class A Common Stock as of October 31, 1999 under the Company's
Combined Stock Option Plan, NQSO Plan and 1993 Stock Option Plan held by the
Chief Executive Officer and each of the four other most highly compensated
executive officers of the Company. Also reported are the values for
"in-the-money" options which represent the positive spread between the exercise
price of any such existing stock options and the closing prices of HEICO's
Common Stock and Class A Common Stock on the composite tape of the New York
Stock Exchange ("NYSE") on October 31, 1999:
AGGREGATE OPTION/SAR EXERCISES IN
LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
UNEXERCISED UNEXERCISED
OPTIONS/SARS IN-THE-MONEY
SHARES AT FY-END(#) AT FY-END($)
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME AND PRINCIPAL POSITION ON EXERCISE(#) REALIZED($) UNEXERCISABLE(1) UNEXERCISABLE
- ------------------------------------- ---------------- ------------- ------------------ --------------
<S> <C> <C> <C> <C>
Laurans A. Mendelson 100,000(2) $2,182,300 1,172,659E $14,493,623E
Chairman of the Board, President and
Chief Executive Officer
Thomas S. Irwin 14,718(3) 436,050 248,825E 2,993,046E
Executive Vice President 89,282U 76,609U
and Chief Financial Officer
Eric A. Mendelson -- -- 402,377E 4,563,090E
Vice President; President 138,563U 153,209U
of HEICO Aerospace Holdings Corp.
Victor H. Mendelson -- -- 401,817E 4,503,491E
Vice President and General 139,126U 160,332U
Counsel; President of HEICO Aviation
Products Corp.
James L. Reum 50,000(3) 720,342 114,867E 1,292,377E
Executive Vice President 22,472U 36,438U
and Chief Operating Officer of HEICO
Aerospace Holdings Corp.
</TABLE>
- ----------------
E--Denotes exercisable options.
U--Denotes unexercisable options.
(1) Option share amounts have been adjusted for stock dividends and stock
splits.
(2) Represents shares of Class A Common Stock.
(3) Represents shares of Common Stock.
9
<PAGE>
NOMINATING AND EXECUTIVE COMPENSATION COMMITTEE REPORT
THE COMMITTEE
The Nominating and Executive Compensation Committee (the "Committee") of
the Board consists exclusively of members of the Board who were not, during the
three year term prior to service on the Committee or during the period of
service on the Committee, granted options under any Company stock option plan.
No member of the Committee is a current or former employee or officer of the
Company or any of its' affiliates. Decisions concerning compensation of the
Company's executive officers generally are made by the Committee and all
decisions by the Committee relating to compensation of the Company's executive
officers are reviewed by the full Board, except that decisions relating to
awards under the Company's 1993 Stock Option Plan are made by the Stock Option
Plan Committee (the "SOC") and are further ratified by the Board.
COMPENSATION PHILOSOPHY
In general, the Company's primary objectives in establishing executive
compensation are: (i) to incentivize management to increase the Company's
income and enhance shareholder value; (ii) to align stockholder and management
interests; (iii) to foster long-term growth pursuit by management; (iv) to
recruit the highest quality management team; (v) to stimulate both
entrepreneurial and team objectives by management; and (vi) to obtain and
retain top managers in a very competitive compensation market. The Committee
believes that compensation which includes stock or stock options stimulates
managers to maximize the Company's stock price by increasing earnings because
the Committee believes that a Company's stock price is ultimately driven by
earnings. The Committee believes that this philosophy has led to a 154%
increase in the Company's Common Stock price from fiscal 1996 to fiscal 1999,
and an earnings increase of 65% over the same period.
Historically, the Company has refrained from paying large base cash
compensation and has paid cash bonuses only upon quantitative earnings
improvements. In 1999, despite continuing record financial performance by the
Company, no cash bonuses were paid to any of the Company's executive officers.
The executive officers received stock options instead. Stock options have
allowed the Company to limit its cash compensation risk by granting such
options which are not directly charged to the Company's reported income and
which yield gains for officers only upon the Company's success. Further,
numerous publicly-held corporations issue stock options to their employees and
the Committee believes that the Company must do so in order to remain
competitive in the employment markets.
Stock option holders do not receive any income or other benefit from their
stock options unless all of the Company's shareholders gain from an increase in
the Company's stock price. If management's efforts do not result in a share
price increase, management will forego potentially sizeable financial gains,
and gains often represent a substantial income expectation for certain
officers. The Committee believes that HEICO's management has worked diligently
to improve the Company's performance, which has provided management with gains
on their stock options.
RELATIONSHIP TO PERFORMANCE UNDER COMPENSATION PLANS
Compensation paid to the Company's executive officers in 1999, as
reflected in the foregoing tables, consisted essentially of base salary, stock
options, and Company contributions to the HEICO Savings and Investment Plan
(the "Savings and Investment Plan"). None of the executive officers received
bonuses in 1999 despite the Company's record financial performance. All
employees of the Company and certain subsidiaries are eligible to participate
in the Savings and Investment Plan, but, under Federal regulations, certain
employees of the Company (including Laurans A. Mendelson, Thomas S. Irwin, Eric
A. Mendelson, Victor H. Mendelson and James L. Reum) are limited in their
participation. Further, all officers listed herein who are eligible to
participate in the Savings and Investment Plan contributed a portion of their
compensation to the Savings and Investment Plan in order to receive the maximum
of the Company's contribution.
10
<PAGE>
The Committee determines executive officers' base salaries by use of
comparative industry data and numerous other considerations of individual
performance and corporate goals. In 1999, none of the Company's five executives
listed in the Compensation Tables of this Proxy Statement received salary
increases or bonuses. Consequently, their cash compensation decreased
dramatically. The following items are among the principal factors which the
Committee considered in establishing base salaries for the Company's executive
officers in 1999: prevailing executive compensation trends; compensation
analysis reports from an independent consulting firm; consultation with
executives; known industry standards; local and geographic standards; private
negotiation with key executives; alternative employment opportunities available
to executives; industry knowledge and experience; complexity and difficulty of
responsibilities; and past and expected future contributions to the Company's
development.
The Committee believes it is crucial to reward management's success in
meeting the Company's goals. The Committee, for example, reviews new product
development success as the Company's new product development program is
critical to the Company's earnings growth. Because, due in large measure to
management's efforts, income from operations increased significantly in 1999
following substantial increases in 1998, 1997 and 1996, the Committee feels it
is appropriate to reward certain executive officers for this success.
The Committee has observed the current management team for numerous years
and has concluded that the Committee's bonus policy has appropriately rewarded
and incentivized management for its successes and efforts. During the most
recent year, management successfully completed seven acquisitions and
successfully implemented important changes at the Company's Electronics &
Ground Support Group as well as the Flight Support Group. Both the Electronics
& Ground Support Group's and the Flight Support Group's revenue and income grew
substantially in fiscal 1999.
Although the Committee believes that its compensation policies stimulate
long-term growth and attention to short-term considerations, it will regularly
review compensation practices and may, depending upon conditions in its
businesses and other factors, alter its policies.
CHIEF EXECUTIVE OFFICER
The Committee considers the Chief Executive Officer's compensation each
year. The primary standards which the Committee considers with regard to the
Chief Executive Officer's compensation are substantially the same as those
described with regard to executive officers in general. Further, the Committee
assesses past performance, ability to deliver predicted results and anticipated
future contributions to the Company's growth.
The Company has prospered under Mr. Mendelson's leadership. Specifically,
the Company has expanded its aerospace product line following a restructuring
of its aerospace operations, and it has successfully entered and sold a new,
profitable line of business, which grew substantially since its commencement.
Under Mr. Mendelson's tenure, the Company has completed a key strategic
alliance with a major airline and twelve significant strategic acquisitions,
and successfully negotiated a $120 million credit facility with a syndicate of
banks.
The Committee believes it is important to continue to induce Mr. Mendelson
to devote substantially all of his professional time and effort to the Company
and to forego other potentially lucrative business transactions. In doing so,
the Committee has considered Mr. Mendelson's other successful business
activities unrelated to the Company.
Further, the Company's commercial bank has required that the Company
retain Mr. Mendelson's services in order to obtain and retain its credit
facility. The Company's lender has also required that Mr. Mendelson and his
family maintain substantially all of their present ownership position in the
Company in order to retain the credit facility. These requirements were made at
the lender's sole
11
<PAGE>
request as part of the Company's loan agreement with the lender. Accordingly,
the Board believes that it is essential to ensure Mr. Mendelson's continued
management of the Company by providing him with sufficient incentive to remain
as the Company's Chief Executive Officer and to induce him to maintain his
significant investment in the Company.
The Committee believes that equity ownership by management is essential.
Accordingly, because Mr. Mendelson has made a substantial equity commitment to
the Company, the Committee believes it should consider this factor in
establishing Mr. Mendelson's compensation level.
1999 STOCK OPTION GRANTS
As discussed previously in this report, the Committee believes that stock
options are an important way to align shareholder and management interests
because such options will cause managers to reap economic reward only if other
shareholders gain. Further, in order to compete with other, larger corporations
and with internet or technology businesses for high-quality acquisitions and
management talent, the Committee understands that the Company must supply its
managers with the opportunity to realize large financial gains upon the
successful implementation of their goals and objectives.
Therefore, the Committee awarded stock options to certain executive
officers, as described in the foregoing tables.
SUBMITTED BY THE NOMINATING AND EXECUTIVE COMPENSATION COMMITTEE OF THE
COMPANY'S BOARD OF DIRECTORS: JACOB T. CARWILE, SAMUEL L. HIGGINBOTTOM, AND GUY
C. SHAFER.
EMPLOYMENT AGREEMENTS
Thomas S. Irwin and the Company are parties to a key employee termination
agreement which provides a lump sum severance payment equal to two years'
compensation if his employment is terminated within three years after a change
in control of the Company (as defined in the key employee termination
agreement).
12
<PAGE>
PERFORMANCE GRAPH
The SEC requires that the Company include in this Proxy Statement a
line-graph presentation comparing cumulative, five-year shareholder returns on
an indexed basis with the New York Stock Exchange (NYSE) Total Value Index and
the American Stock Exchange (AMEX) Total Value Index and either a nationally
recognized industry standard or an index of peer companies selected by the
Company. For purposes of this performance comparison, the Company has selected
the Dow Jones Aerospace & Defense Group Index, which is comprised of companies
which make air transportation vehicles, major weapons, defense equipment or
defense radar systems. The Company has added the NYSE Total Value Index in the
graph because on January 29, 1999, the Class A Common Stock and the Common
Stock commenced trading on the NYSE under the symbols HEI.A and HEI,
respectively and both classes of stock ceased trading on the AMEX.
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
------------ ------------ ------------ ------------ -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
HEICO Common Stock* ............ $ 100.00 $ 216.07 $ 348.26 $ 817.67 $ 1,174.89 $ 853.10
American Stock Exchange
Total Value Index ............ $ 100.00 $ 113.76 $ 124.02 $ 151.75 $ 146.75 $ 184.48
New York Stock Exchange
Total Value Index ............ $ 100.00 $ 119.68 $ 144.70 $ 185.99 $ 210.04 $ 241.78
Dow Jones Aerospace and
Defense Group Index .......... $ 100.00 $ 152.53 $ 216.70 $ 243.14 $ 232.30 $ 195.21
</TABLE>
- ----------------
* The share price used in determining the Company's shareholder returns on its
Common Stock has been retroactively adjusted to give effect to the April
1998 dividend of one share of Class A Common Stock for each two
outstanding shares of Common Stock.
13
<PAGE>
SELECTION OF AUDITORS
The Board has not yet selected an independent public accounting firm to
serve as the Company's auditors for fiscal 2000. The Board is expected to
decide on this matter shortly after the 1999 annual meeting.
Representatives of Deloitte & Touche LLP, the Company's auditors since
fiscal 1990, are expected to be present at the annual meeting. Such
representatives will have an opportunity to make a statement, if they desire to
do so, and will be available to answer questions that may be asked by
shareholders.
PROPOSALS OF SHAREHOLDERS
If any shareholder of the Company wishes to present a proposal for action
at the Company's annual meeting of shareholders presently scheduled for March
20, 2001, notice of such presentation must be received by the Company at its
principal executive office, 3000 Taft Street, Hollywood, Florida 33021, on or
before October 31, 2000.
GENERAL AND OTHER MATTERS
Neither HEICO nor the members of its Board intend to bring before the
meeting any matters other than those referred to in the accompanying Notice of
Meeting. They have no present knowledge that any other matters will be
presented to be acted on pursuant to your proxy. However, if any other matters
properly come before the meeting, the persons whose names appear in the
enclosed form of proxy intend to vote the proxy in accordance with their
judgment.
BY ORDER OF THE BOARD OF DIRECTORS,
LAURANS A. MENDELSON
CHAIRMAN OF THE BOARD, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
14
<PAGE>
HEICO CORPORATION
ANNUAL MEETING OF SHAREHOLDERS, MARCH 21, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of HEICO CORPORATION hereby appoints Laurans A.
Mendelson and Thomas S. Irwin, or either of them, the true and lawful attorney
or attorneys and proxy or proxies of the undersigned with full power of
substitution and revocation to each of them, to vote all the shares of stock
which the undersigned would be entitled to vote, if they were personally
present, at the Annual Meeting of Shareholders of HEICO CORPORATION called to be
held at The Sheraton Fort Lauderdale Airport Hotel, 1825 Griffin Road, Dania,
Florida at 10:00 a.m. on March 21, 2000 (notice of such meeting has been
received), and at any adjournments thereof, with all powers which the
undersigned would possess if personally present. Without limiting the generality
of the foregoing, said attorneys ant proxies are authorized to vote as indicated
on the reverse side.
(CONTINUED, AND TO BE DATED AND SIGNED ON THE REVERSE SIDE)
PLEASE SIGN, DATE AND MAIL THIS PROXY PROMPTLY IN THE ENVELOPE PROVIDED,
SO THAT YOUR SHARES CAN BE VOTED AT THE MEETING.
- FOLD AND DETACH HERE -
HEICO CORPORATION
ANNUAL MEETLING OF SHAREHOLDERS
March 21, 2000
10:00 a.m.
The Sheraton Fort Lauderdale Airport Hotel
1825 Griffin Road
Dania, FL
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS Nominees: 2. In their discretion, upon such other
matters which may properly come before
FOR WlTHHOLD 01. Jacob T. Carwile, 05. Victor H. Mendelson, the meeting or any adjournments.
all AUTH0RITY 02. Samuel L. Higginbottom, 06. Albert Morrison, Jr.,
nominees to vote for all 03. Laurans A. Mendelson, 07. Dr. Alan Schriesheim,
listed nominees listed 04. Eric A. Mendelson, 08. Guy C. Shafer
[ ] [ ]
INSTRUCTION. To withhold authority to vote for any individual nominee, write that THIS PROXY WILL BE VOTED AS DIRECTED BUT
nominee's name on the space provided below: WHERE DIRECTION IS GIVEN IT WILL BE VOTED
FOR THE ELECTION OF ALL DIRECTORS.
_____________________________________________________________________________________ PLEASE SIGN, DATE AND MAIL THIS PROXY
PROMPTLY IN THE ENVELOPE PROVIDED, SO THAT
YOUR SHARES CAN BE VOTED AT THE MEETING.
</TABLE>
<TABLE>
<S> <C> <C>
Signature _______________________________________ Signature _______________________________________ Dated:__________________, 2000.
(Please sign exactly as name appears hereon. If Executor, Trustee, etc., give full title. If stock is held in the name of more than
one person, each should sign.)
</TABLE>
- FOLD AND DETACH HERE -
VOTE BY TELEPHONE OR INTERNET
QUICK * * * EASY * * * IMMEDIATE
Your telephone or Internet vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed and returned your proxy card.
VOTE BY PHONE: CALL TOLL-FREE ON A TOUCH-TONE TELEPHONE 1-800-840-1208 ANYTIME.
THERE IS NO CHARGE TO YOU FOR THIS CALL.
You will be asked to enter the CONTROL NUMBER located above your
name and address in the lower right of this form.
- --------------------------------------------------------------------------------
OPTION A: To vote as the Board of Directors recommends on ALL items, press 1.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
OPTION B: If you choose to vote on each item separately, press 0. You will
hear these instructions:
- --------------------------------------------------------------------------------
ITEM 1: To vote FOR ALL nominees, press 1; to WITHHOLD FOR ALL
nominees, press 9. To WITHHOLD FOR AN INDIVIDUAL nominee, press 0 and
listen to the instructions.
WHEN ASKED, YOU MUST CONFIRM YOUR VOTE BY PRESSING 1.
VOTE BY INTERNET: THE WEB ADDRESS IS http://hei.proxyvoting.com
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