<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.142-12
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Hillenbrand Industries, Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
/ / $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:*
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / 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>
HILLENBRAND INDUSTRIES
NOTICE OF ANNUAL MEETING
TO BE HELD APRIL 5, 1994
The annual meeting of shareholders of Hillenbrand Industries, Inc., an
Indiana corporation, 1069 State Route 46 E., Batesville, Indiana 47006-9166,
will be held at the Sherman House in Batesville, Indiana, on Tuesday, April 5,
1994, at 10:00 o'clock a.m., E.S.T., for the following purposes:
(1) To elect four members to the Board of Directors;
(2) To ratify the appointment of Price Waterhouse as independent auditors
of Hillenbrand Industries, Inc.; and
(3) To transact such other business as may properly come before the
meeting and any adjournment of the meeting.
The Board of Directors has fixed the close of business on February 11,
1994, as the record date for determining which shareholders are entitled to
notice of and to vote at the meeting.
By Order of the Board of Directors
Mark R. Lindenmeyer
Secretary
February 25, 1994
<PAGE>
CONTENTS
PAGE
----
PROXY STATEMENT 1
VOTING 1
ELECTION OF DIRECTORS 1
ABOUT THE BOARD OF DIRECTORS (INCLUDING DIRECTOR COMPENSATION) 6
RATIFICATION OF APPOINTMENT OF AUDITORS 7
EXECUTIVE COMPENSATION 7
-SUMMARY COMPENSATION TABLE 8
-LONG-TERM INCENTIVE PLAN AWARDS 9
-COMPENSATION COMMITTEES' REPORT 9
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 15
COMPANY STOCK PERFORMANCE 16
RETIREMENT PLANS 16
COST OF SOLICITATION 18
SHAREHOLDER PROPOSALS 18
INCORPORATION BY REFERENCE 18
<PAGE>
HILLENBRAND INDUSTRIES
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of Hillenbrand
Industries, Inc. (the "Company"), 1069 State Route 46 E., Batesville, Indiana
47006-9166 [telephone (812) 934-7000], for use at the annual meeting of its
shareholders to be held on April 5, 1994, and at any adjournments of the
meeting, and was mailed initially to shareholders on or about February 25, 1994.
All shares represented by these proxies will be voted at this meeting in
accordance with instructions given by shareholders. Where no instructions are
given the shares will be voted in favor of (1) the election of the Board of
Directors' nominees for four directors; (2) the ratification of the appointment
of Price Waterhouse as independent auditors of the Company; and (3) in their
discretion upon such other business as may properly come before the meeting.
The purpose of the annual meeting is to vote upon the matters set forth
above. The Board of Directors is not aware of any other business which may come
before the meeting. A shareholder executing and delivering the enclosed proxy
may revoke it by giving written notice to the designated proxies of such
revocation at any time prior to its exercise.
VOTING
The close of business on February 11, 1994, has been fixed as the record
date for determining which shareholders are entitled to notice of and to vote at
the annual meeting. On February 11, 1994, there were 71,515,261 shares of the
Company's common stock issued and outstanding. Each share of common stock is
entitled to one vote with respect to every matter submitted to a vote at the
meeting.
Votes cast by proxy or in person at the Annual Meeting will be
confidentially tabulated by the election inspectors appointed for the meeting.
The election inspectors will treat abstentions as shares that are present and
entitled to vote for purposes of determining the presence of a quorum, but as
unvoted for purposes of determining the approval of any matter submitted to the
shareholders for a vote. If a broker indicates on a proxy that it does not have
discretionary authority as to certain shares to vote on a particular matter,
those shares will not be considered as present and entitled to vote with respect
to that matter.
Directors are elected by a plurality of the votes cast by shareholders
entitled to vote at a meeting at which a quorum is present. A majority of the
shares issued and outstanding constitutes a quorum. Instructions on the
accompanying proxy card to withhold authority to vote for one or more of the
nominees are counted for quorum purposes, but abstentions and broker non-votes
are not counted for any purpose.
ELECTION OF DIRECTORS
The Code of By-laws of the Company provides that members of the Board of
Directors shall be classified with respect to the terms which they shall serve
by dividing them into three classes. Each class consists of four members. At the
upcoming annual meeting, four members of the Board of Directors in Class I shall
be elected for a three year term expiring at the 1997 annual meeting, or until
1
<PAGE>
their successors are duly elected and qualified. The four directors in Class II
and Class III were each previously elected to three year terms expiring at the
1995 and 1996 annual meetings, respectively.
The enclosed proxy, unless authority is withheld, will be voted in favor of
electing as directors the nominees listed for the terms indicated. If any one or
more of these nominees should be unable to serve, the enclosed proxy may be
voted for a substitute nominee selected by the Board of Directors or the Board
of Directors may amend the Code of By-laws of the Company to reduce the number
of directors.
NOMINEES:
CLASS I
To be elected to serve three year term expiring at the 1997 annual meeting:
<TABLE>
<CAPTION>
Served As Shares(10)
A Beneficially Owned Percent of Total
Director As Of February 11, Shares
Name Age Principal Occupation Since 1994 Outstanding
- ---- --- -------------------- ----- ---- -----------
<S> <C> <C> <C> <C> <C>
Peter F. Coffaro 65 Chairman of the Board Pabco 1987 59,436 (1)
Fluid Power Co., CDC Appliances,
and Anchor Flange Company
Edward S. Davis 62 Partner; Hughes Hubbard 1974 4,000 (1)
& Reed, Attorneys
Leonard Granoff 67 President of Koffler Corporation 1978 25,000 (1)
W August Hillenbrand 53 President and Chief Executive 1972 431,893(5)(9) (1)
Officer of the Company
</TABLE>
DIRECTORS:
CLASS II
Serving three year term expiring at the 1995 annual meeting:
<TABLE>
<CAPTION>
Served As Shares(10)
A Beneficially Owned Percent of Total
Director As Of February 11, Shares
Name Age Principal Occupation Since 1994 Outstanding
- ---- --- -------------------- ----- ---- -----------
<S> <C> <C> <C> <C> <C>
Robert K. Bellamy 43 Partner; Barnes & 1987 16,000 (1)
Thornburg, Attorneys
Lawrence R. Burtschy 57 President of L.R. 1970 6,235,602(6)(9) 8.7%
Burtschy & Company
Daniel A. Hillenbrand 70 Chairman of the Board 1969 2,004,691(7)(9) 2.8%
of the Company
Ray J. Hillenbrand 59 Personal Investments 1970 3,656,362(8)(9) 5.1%
</TABLE>
2
<PAGE>
CLASS III
Serving three year term expiring at the 1996 annual meeting:
<TABLE>
<CAPTION>
Served As Shares(10)
A Beneficially Owned Percent of Total
Director As Of February 11, Shares
Name Age Principal Occupation Since 1994 Outstanding
- ---- --- -------------------- ----- ---- -----------
<S> <C> <C> <C> <C> <C>
John C. Hancock 64 Consultant 1980 13,000 (1)
George M. Hillenbrand II 54 Personal Investments 1986 6,033,393(2)(9) 8.4%
John A. Hillenbrand II 62 Personal Investments 1981(3) 5,161,114(4)(9) 7.2%
Lonnie M. Smith 49 Senior Executive Vice 1981 186,200 (1)
President of the Company
</TABLE>
STOCK OWNERSHIP OF OTHER NAMED EXECUTIVE OFFICERS:
<TABLE>
<CAPTION>
Shares (10)
Beneficially Owned Percent of Total
As Of February 11, Shares
Name 1994 Outstanding
- ---- ---- -----------
<S> <C> <C> <C> <C>
Tom E. Brewer 55 Senior Vice President, Chief 41,869 (1)
Financial Officer & Treasurer
David L. Robertson 48 Vice President-Human 18,807 (1)
Resources
Mark R. Lindenmeyer 47 Vice President, General 4,931 (1)
Counsel & Secretary
All directors and officers of the Company as a group, including those 18,044,235(2)(4)(5)(6)(7)(8)(9) 25.2%
listed above, consisting of 20 persons.
<FN>
(1) Ownership of Company shares outstanding is less than one percent (1%).
(2) Includes 4,844,920 shares owned of record by George M. Hillenbrand II as
co-trustee of several trusts for the benefit of Mr. Hillenbrand and other
members of his immediate family. Mr. Hillenbrand disclaims beneficial
ownership of these shares.
(3) John A. Hillenbrand II previously served as a Director of the Company from
1972 to 1979.
(4) Includes 2,064 shares held of record by John A. Hillenbrand II as custodian
for the benefit of a minor child under the Uniform Gifts to Minors Act;
16,240 shares held of record by his wife, Joan L. Hillenbrand; 566,058
shares held of record by Mr. Hillenbrand as trustee for the benefit of his
children and grandchildren; 2,618,392 shares held of record by a family
partnership for the benefit of other members of his immediate family; and
1,042,568 shares held in Mr. Hillenbrand's deceased mother's estate for
which he, with his brothers Ray and William, is co-
</TABLE>
3
<PAGE>
<TABLE>
<S> <C>
executor and maintains voting rights. Mr. Hillenbrand disclaims beneficial
ownership of these shares.
(5) The shares W August Hillenbrand is shown to own beneficially include
187,174 shares owned of record and beneficially by his wife, Nancy K.
Hillenbrand. Mr. Hillenbrand disclaims beneficial ownership of these
shares. The shares Mr. Hillenbrand is shown to own beneficially do not
include 1,642,000 shares owned of record by the United States Trust Company
of New York in trust for the benefit of his children; 688,716 shares owned
of record by a family partnership for the benefit of members of his family
(including Mr. Hillenbrand); 830,545 shares held of record by Mr.
Hillenbrand as trustee for the benefit of his children; 273,545 shares held
of record by Bank One Dayton NA as trustee for the benefit of his
grandchildren, or 68,017 shares held of record as co-trustee by Mr.
Hillenbrand for the benefit of a charitable trust. Mr. Hillenbrand
disclaims beneficial ownership of these shares.
(6) Includes 4,844,920 shares owned of record by Lawrence Burtschy as
co-trustee of several trusts for the benefit of certain members of the
Daniel A. Hillenbrand and George C. Hillenbrand families; 966,745 shares
owned of record and beneficially by his wife, Elisabeth H. Burtschy; and
210,108 shares owned by her for the benefit of their minor child under the
Uniform Gifts to Minors Act. Mr. Burtschy disclaims beneficial ownership of
these shares.
(7) Includes 72,400 shares held of record and beneficially owned by Daniel
Hillenbrand's wife, Mary H. Hillenbrand. Mr. Hillenbrand disclaims
beneficial ownership of these shares.
(8) Includes 856,339 shares held of record by Ray Hillenbrand as trustee or
co-trustee for the benefit of certain members of the Hillenbrand family
(other than Mr. Hillenbrand); 541,446 shares held of record by a family
partnership for the benefit of other members of his immediate family; and
1,042,568 shares held in Mr. Hillenbrand's deceased mother's estate for
which he, with his brothers John and William, is co-executor and maintains
voting rights. Mr. Hillenbrand disclaims beneficial ownership of these
shares.
(9) John A. Hillenbrand II and Ray J. Hillenbrand are brothers. John A.,
Ray J., W August and George M. Hillenbrand II are nephews of Daniel A.
Hillenbrand. Lawrence R. Burtschy is a son-in-law of George C. Hillenbrand,
deceased, brother of Daniel A. Hillenbrand. These members of the
Hillenbrand family, their brothers, sisters and descendants and their
spouses own beneficially in the aggregate approximately 60 percent of the
Company's outstanding shares of common stock. The Hillenbrand family
members owning these shares may be deemed to be "control persons" or
"parents" of the Company.
(10) The Company's only class of equity securities outstanding is Common Stock
without par value. The Company is not aware of any person, other than
members of the Hillenbrand family as indicated herein, beneficially owning
more than 5 percent of the Company's Common Stock.
</TABLE>
Daniel A. Hillenbrand has been Chairman of the Board since 1972. Mr.
Hillenbrand served as President of the Company from 1972 through October 20,
1981, and as Chief Executive Officer from 1972 through April 11, 1989. Mr.
Hillenbrand had been employed by the Company throughout his business career
until his retirement on April 30, 1989.
W August Hillenbrand has been President of the Company since October 21,
1981 and was elected Chief Executive Officer of the Company on April 11, 1989.
Mr. Hillenbrand has been
4
<PAGE>
employed by the Company throughout his business career. He is also a director
of DPL, Inc. of Dayton, Ohio.
George M. Hillenbrand II has devoted his business career to the management
of personal and family investments.
John A. Hillenbrand II has managed personal and family investments since
1979. He is also a director of PSI Energy of Plainfield, Indiana, and National
City Bank, of Indianapolis, Indiana. Mr. Hillenbrand was employed by and active
in the management of the Company prior to his resignation as an officer in 1979.
Ray J. Hillenbrand has been engaged in the management of personal and
family investments for much of his career. Mr. Hillenbrand was employed by and
active in the management of the Company prior to his resignation as an officer
in 1977.
Mr. Bellamy is a partner in the law firm of Barnes & Thornburg,
Indianapolis, Indiana, and has practiced law throughout his career.
Mr. Burtschy is President of L.R. Burtschy & Company, an investment
management company, and has been so engaged since 1969. Mr. Burtschy is also a
director of Skyline Chili, Inc. of Cincinnati, Ohio, and a director or partner
of several privately owned companies.
Mr. Coffaro, a mechanical engineer, has devoted his career to the
development of a number of manufacturing and distribution businesses. He is a
director of several privately owned companies located in Cincinnati, Ohio.
Mr. Davis, a partner in Hughes Hubbard & Reed, a New York law firm, has
practiced law during his entire professional career. He is also a director of
Cognitronics Corporation of Stamford, Connecticut.
Mr. Granoff is President and director of Koffler Corporation, a privately
owned investment company in Providence, Rhode Island.
Mr. Hancock, who holds a Ph.D. in Electrical Engineering, is a consultant.
Until 1988, he was Executive Vice President for Corporate Development and
Technology of United Telecommunications, Inc.
Mr. Smith has been Senior Executive Vice President since 1982 and has been
employed by the Company or its subsidiaries in various offices since 1976.
Under Section 16(a) of the Securities Exchange Act of 1934, the Company's
directors, its executive officers, any person holding more than ten percent of
the Company's common stock and certain trusts holding common stock are required
to file reports of ownership and any changes in ownership with the Securities
and Exchange Commission and the New York Stock Exchange. The Company is required
to report in this proxy statement any failure to file or late filing occurring
during 1993. Based solely on reports and other information from reporting
persons, the Company believes that all of these filing requirements were
satisfied by its directors, executive officers, ten percent holders and
reporting trusts.
5
<PAGE>
ABOUT THE BOARD OF DIRECTORS
(INCLUDING DIRECTOR COMPENSATION)
The Board of Directors has the following standing committees: an Executive
Committee, a Finance Committee, an Audit Committee, a Compensation Committee and
a Performance Compensation Committee. The Company does not have a nominating
committee. During 1993, the Board of Directors of the Company held six meetings.
The Executive Committee of the Board of Directors consists of Messrs.
Daniel A. Hillenbrand (Chairman), W August Hillenbrand, John A. Hillenbrand II,
Ray J. Hillenbrand, George M. Hillenbrand II, Lawrence R. Burtschy, and Lonnie
M. Smith. The Executive Committee advises the Chief Executive Officer on
business decisions of significant impact and on the business in general. Subject
to limitations provided by law or the Code of By-laws, the Executive Committee
exercises the power and authority of the Board of Directors as may be necessary
during the intervals between meetings of the Board. The Executive Committee met
eight times during 1993.
The Finance Committee of the Board of Directors consists of Messrs. Daniel
A. Hillenbrand (Chairman), Lawrence R. Burtschy, George M. Hillenbrand II, John
A. Hillenbrand II, Ray J. Hillenbrand and W August Hillenbrand. The Finance
Committee reviews financial policies and procedures of the Company. It also
makes recommendations to the Board of Directors on dividend policy, issuance and
sale or repurchase of Company securities, and the investment of Company funds,
including pension and thrift plans. The Finance Committee also advises on
proposed acquisitions and divestments. During 1993, the Finance Committee held
four meetings.
The Audit Committee of the Board of Directors consists of Messrs. Robert
K. Bellamy, Peter F. Coffaro, Edward S. Davis (Chairman), and Daniel A.
Hillenbrand. The Audit Committee annually recommends to the Board of Directors
of the Company independent accountants for appointment by the Board of Directors
as auditors of the books, records and accounts of the Company and its
subsidiaries. The Audit Committee reviews the services to be performed by the
independent accountants; makes a determination regarding the possible effect of
the performance of such services on the independence of the principal
independent accountants; receives and reviews the reports submitted by the
principal independent accountants of the Company; and takes such action with
respect to such reports as it deems appropriate. In addition, the Audit
Committee determines the duties and responsibilities of the internal auditing
staff; reviews the annual program for the internal audit of the operational
procedures of the Company; receives and reviews reports submitted by the
internal auditing staff; and takes such action as it deems appropriate to assure
that the interests of the Company are adequately protected, including the
maintenance of accounting controls and standards. During 1993, the Audit
Committee held four meetings.
The Compensation Committee of the Board of Directors consists of Messrs.
Robert K. Bellamy, Peter F. Coffaro, Edward S. Davis (Chairman), Daniel A.
Hillenbrand, and W August Hillenbrand. The Compensation Committee annually
reviews the performance contributions of the officers of the Company and makes
recommendations to the Board of Directors for adjustments to the base salaries
of those officers. The Compensation Committee also has general oversight
responsibility for other compensation programs of the Company and reviews the
structure, cost effectiveness, and competitive position of the Company's
compensation programs. During 1993, the Compensation Committee held
four meetings.
6
<PAGE>
The Performance Compensation Committee of the Board of Directors consists
of Messrs. Robert K. Bellamy, Peter F. Coffaro, Edward S. Davis, and Daniel A.
Hillenbrand (Chairman). The Performance Compensation Committee is responsible
for the administration of the Company's Performance Compensation Plan,
Restricted Stock Plan, and Senior Executive Compensation Program. The
Performance Compensation Committee selects participants, makes awards,
establishes specific performance objectives, and assesses individual and
subsidiary performance achievements against those previously established
performance objectives. The Performance Compensation Committee held four
meetings in 1993.
During the Company's fiscal year ended November 27, 1993, each Director
who was not a salaried officer or employee of the Company received an annual fee
of $20,000 and a fee of $2,000 for each Board of Directors meeting attended.
Directors who are members of the Audit, Finance, and Compensation Committees
received $1,000 for each committee meeting attended. Directors were reimbursed
for expenses incurred as a result of attendance at Board or committee meetings.
Directors of the Company may defer receipt of directors' fees otherwise payable
to them by the Company.
Daniel A. Hillenbrand has entered into a Consulting Agreement with the
Company under which he is to provide consulting and advisory services to the
Company until May 31, 1999, for which he receives an annual consulting fee of
$505,289, as well as certain pension, health care, insurance and other benefits
which totaled $117,609 during 1993. Mr. Hillenbrand retired from the Company on
April 30, 1989, but continues to serve as Chairman of the Board. On May 17,
1993, the Company purchased 200,000 shares of the common stock of the Company
from Daniel A. Hillenbrand at a price of $42.875 per share. This price
represents a discount to the Company from the market price at the time of sale.
RATIFICATION OF APPOINTMENT OF AUDITORS
Subject to shareholder ratification, the Board of Directors of the Company
has appointed the firm of Price Waterhouse, certified public accountants, as
independent auditors to make an examination of the financial statements of the
Company for its fiscal year ending December 3, 1994. The appointment was made
upon the recommendation of the Audit Committee, which is composed of members of
the Board of Directors who are not officers or otherwise employees of the
Company. A representative of Price Waterhouse will be present at the annual
meeting with an opportunity to make a statement, if he so desires, and will
respond to appropriate questions. The Board of Directors considers such
accountants to be well-qualified and recommends shareholders approve and ratify
this appointment.
THE BOARD OF DIRECTORS RECOMMENDS SHAREHOLDERS VOTE FOR THE RATIFICATION
OF THE APPOINTMENT OF PRICE WATERHOUSE AS INDEPENDENT AUDITORS OF THE COMPANY.
EXECUTIVE COMPENSATION
The following tabulation and notes set forth the compensation paid or
accrued by the Company during the three fiscal years ended November 27, 1993,
November 28, 1992 and November 30, 1991 to the Chief Executive Officer and each
of the other four most highly compensated executive officers.
7
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Annual Compensation Long Term Compensation
- -----------------------------------------------------------------------------------------------------------------------------------
Awards Payouts
------------------------------------------------
Other
Annual Restricted All Other
Compen- Stock LTIP Compen-
Name and sation Award(s) Payouts sation
Principal Position Year Salary $ Bonus $ $(1) $(2) $(3) $(4)
------------------ ---- -------- ------- ---- ---- ---- ----
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
W AUGUST HILLENBRAND 1993 $586,461 $531,000 $ 77,965 $1,414,168 $146,195
President & Chief 1992 $542,770 $491,400 $ 72,657 $ 493,268 $112,579
Executive Officer 1991 $507,692 $459,000 $ 91,016 $ 167,552 $ 85,492
- -----------------------------------------------------------------------------------------------------------------------------------
LONNIE M. SMITH 1993 $458,231 $414,900 $1,103,645 $ 37,810
Senior Executive 1992 $423,961 $388,850 $ 383,708 $ 28,270
Vice President 1991 $395,577 $357,750 $ 135,065 $ 19,850
- -----------------------------------------------------------------------------------------------------------------------------------
TOM E. BREWER 1993 $266,600 $160,680 $ 403,263 $ 23,234
Senior Vice President, Chief 1992 $251,346 $151,500 $ 115,665 $107,223
Executive Officer & Treasurer 1991 $236,346 $142,500 $ 42,007 $ 3,173
- -----------------------------------------------------------------------------------------------------------------------------------
DAVID L. ROBERTSON 1993 $174,808 $105,300 $ 263,444 $ 2,340
Vice President 1992 $164,654 $ 99,300 $ 74,456 $ 2,218
Human Resources 1991 $154,230 $ 93,000 $ 26,240 $ 1,030
- -----------------------------------------------------------------------------------------------------------------------------------
MARK R. LINDENMEYER 1993 $161,385 $ 97,200 $ 180,320 $ 3,001
Vice President, General 1992 $153,384 $ 92,400 N/A $ 2,502
Counsel & Secretary 1991 $103,182 $ 38,774 N/A $ 955
- -----------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Consists of the cost of perquisites and other personal benefits provided by
the Company. Amounts are included only for years in which amounts exceeded
disclosure thresholds established under SEC rules. Included in the amounts
shown for W August Hillenbrand are $63,857, $63,473 and $82,380 for
financial planning services reimbursed in years 1993, 1992, and 1991
respectively.
(2) The number and value as of November 27, 1993 of aggregate restricted stock
holdings awarded October 20, 1987 for each executive are as follows:
# $
- -
W August Hillenbrand 3,000 $124,875
Lonnie M. Smith 3,000 $124,875
Tom E. Brewer 3,000 $124,875
David L. Robertson 3,000 $124,875
Mark R. Lindenmeyer 564 $ 23,477
</TABLE>
8
<PAGE>
<TABLE>
<S> <C>
(3) The amounts appearing in this column are the values as of November 27,
1993, November 28, 1992 and November 30, 1991 of the shares earned under
the Senior Executive Compensation Program for 1991-1993, 1990-1992 and
1989-1991 performance cycles respectively. Also included are the values as
of November 27, 1993 of the shares earned under the Performance
Compensation Plan for the 1992-1993 performance cycle.
(4) All other compensation earned or allocated in 1993 is as follows:
Company Provided Pension Contributions
--------------------------------------
Supplemental 401(k)
------------ ------
W August Hillenbrand $142,597 $3,598
Lonnie M. Smith $ 34,212 $3,598
Tom E. Brewer $ 20,426 $2,808
David L. Robertson None $2,340
Mark R. Lindenmeyer None $3,001
</TABLE>
LONG-TERM INCENTIVE PLAN AWARDS
The following table gives information regarding long-term incentive plan
awards made during fiscal year 1993 to each of the named executive officers.
<TABLE>
<CAPTION>
Estimated Future
Payouts Under Non-Stock Price-Based Plans
-----------------------------------------
Number of Performance or Other
Shares, Units or Period Until
Name Other Rights(1) Maturation or Payout Threshold # Target # Maximum #
---- ---------------- --------------------- ----------- -------- ---------
<S> <C> <C> <C> <C> <C>
W August Hillenbrand 4,496 1993/1995 1 4,496 6,744
Lonnie M. Smith 3,513 1993/1995 1 3,513 5,270
Tom E. Brewer 1,021 1993/1995 1 1,021 1,532
David L. Robertson 669 1993/1995 1 669 1,004
Mark R. Lindenmeyer 618 1993/1995 1 618 927
<FN>
(1) Performance share award based on participation in the Senior Executive
Compensation Program. Payout of award is dependent on specified levels of
shareholder value created during a three year period. The target amount
will be earned if 100% of targeted shareholder value created is achieved.
Incremental amounts above the threshold will be earned at the achievement
of 21% of the targeted shareholder value created and the maximum award is
based on achievement of 124% of the targeted shareholder value created.
</TABLE>
COMPENSATION COMMITTEES' REPORT
The Compensation Committee and Performance Compensation Committee, under
the direction of the Board of Directors, have prepared the following report for
inclusion in this proxy statement. This report sets forth the compensation
policies applicable to the Company's executive officers and the relationship of
corporate performance to executive compensation.
9
<PAGE>
COMPENSATION PHILOSOPHY
The Company's compensation programs reflect a long-standing and strongly
held belief in the principle of performance-oriented compensation. The values
that are integral to the design and operation of the Company's compensation
administration and plan designs include:
1. The creation of long term shareholder value as the cornerstone of our
compensation philosophy.
2. Our compensation programs being linked to clearly established business
strategies in each of our subsidiaries.
3. Shareholder value created at the subsidiary level and each
subsidiary must have objectives that reflect the performance
expectations of the Company for that entity.
4. Our compensation structure emphasizes variable pay rather than fixed
compensation.
Our performance expectations reflect our commitment to continuous
improvement. When our expectations are met or exceeded, variable compensation
should be paid; when our expectations are not met, no variable compensation
should be paid.
The senior executive compensation program of the Company is comprised of
base salary, an annual cash incentive, a three year performance opportunity,
and benefits which are generally available in companies of similar size.
COMPENSATION ELEMENTS
1. BASE SALARY
At the senior executive level, base salaries are conservative when compared
with companies of similar size and financial performance. Emphasis in the
Company's compensation programs is placed on variable or "at risk"
compensation rather than on base salary. The Compensation Committee reviews
the base salary of the executive officers on an annual basis. Adjustments
to base salaries result from an assessment of the performance contributions
of each executive in relationship to that executive's scope of
responsibility. The Compensation Committee also examines the overall
competitive position of the base salaries of its executive officers in
relation to companies of similar size and financial performance.
Conservative base salaries maintain an appropriate position for other
compensation elements which are a function of base salary; i.e. short term
incentive compensation, perquisite compensation, long term incentive
compensation, and certain benefit programs including life insurance and
pension benefits. The Company rewards the creation of sustainable long term
shareholder value and as a result places greater emphasis on variable
compensation than on base salary.
Effective June 28, 1993 the Board of Directors acted on the recommendation
of the Compensation Committee to increase the compensation of W August
Hillenbrand by 8%. Prior to making the aforementioned adjustment the
Compensation Committee reviewed the year to date performance of each of the
subsidiaries, the financial performance of the Company, and
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<PAGE>
the performance contributions of Mr. Hillenbrand in relationship to
previously established performance objectives, and made an assessment of
the degree to which he was contributing to the creation of long term
shareholder value. The Compensation Committee also reviewed competitive
compensation information provided by an independent consulting firm prior
to recommending to the Board of Directors the adjustments to Mr.
Hillenbrand's base salary. The Compensation Committee utilizes the
services of an independent compensation consulting firm to provide
marketplace competitive information regarding base salaries of executive
officers. The Company compares its officers' base salaries with those of
diversified manufacturing firms who are clients of the same compensation
consulting firm. The Company also examines the base salaries of its
executive officers with the base salary practices of the compensation
consulting firm's clients who have generated total shareholder returns that
are equal to or greater than the returns generated by Hillenbrand
Industries. Many of the companies used for these analyses are included in
the Standard and Poor's 500 Index, and some of the consulting firm's
clients are also part of Standard and Poor's Manufacturing (Diversified
Industrial) Index which the Company has compared to its performance (See
Section "Company Stock Performance"). The Company targets its base salary
to the median of the companies with which it compares itself. W August
Hillenbrand's salary increase was set to correspond with the median segment
of the competing compensation information provided by our consulting firm.
Other executive officers were granted adjustments to their base salaries at
the same time based upon their performance contributions during the
preceding twelve months. Adjustments to the base salaries of the other
executive officers were recommended by the Compensation Committee and
approved by the Board of Directors.
2. PERQUISITES
The senior executive officers are eligible for perquisite
compensation. The annual amount of a perquisite account is limited to 10%
of each participant's base salary or such other limits as may be imposed
on participants by either the Performance Compensation Committee in the
case of participants who are members of the Office of the President, or
by the Chief Executive Officer of the Company in the case of other
participants. Perquisite compensation may be used to pay for
supplemental health care, insurance benefits, financial planning
assistance, club membership fees, personal use of Company-owned automobiles
and Company common stock.
3. INCENTIVE COMPENSATION
a. SHORT TERM INCENTIVE COMPENSATION
The Performance Compensation Committee of the Board establishes
specific financial and non-financial objectives for each subsidiary
and for the Company overall. Each subsidiary is measured and rewarded
based upon its performance contributions. Short term financial
performance objectives are established annually at levels which
generally represent continuous improvement over prior years' results.
Non-financial performance objectives are established to assure proper
attention by each subsidiary to those non-financial factors which are
necessary for long term shareholder value creation. Achievement of
financial objectives determines how much short term incentive
compensation is potentially available for distribution in each
subsidiary; achievement of both the financial and non-financial
objectives determines how much incentive compensation will actually be
paid. The Performance Compensation Committee
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establishes financial and non-financial objectives to maintain the
appropriate balance between the short and long term performance
expectations of shareholders.
Employees eligible to receive short term incentive compensation
are determined by the Performance Compensation Committee of the Board
of Directors of the Company in the case of employees who are members
of the Office of the President, by the Office of the President in the
case of chief executive officers of subsidiaries and other employees
of the Company, or by the chief executive officer of a subsidiary in
the case of other employees of each subsidiary.
The amount of short term incentive compensation is determined by
first establishing a performance base ("Performance Base") and a
target ("Target") for each subsidiary. The Performance Base and
Target for members of the Office of the President are recommended by
the Chief Executive Officer of the Company and approved by the
Performance Compensation Committee. The Performance Base and Target
for each participant in the Program who is a chief executive officer
of a subsidiary are approved by the Office of the President. The
Performance Base and Target for other participants who are employees
of the Company are established and approved by the Office of the
President and the Performance Base and Target for participants who are
employees of subsidiaries of the Company are established by the chief
executive officer of such subsidiary. The Performance Base and Target
for members of the Office of the President are directly related to the
return on shareholder equity of the Company. Goals for other
participants include both financial and non-financial measures and may
reflect the accomplishment of tactical and strategic plans of each
subsidiary.
Short term incentive compensation opportunity is equal to 60% of
base salary for members of the Office of the President, 50% of base
salary in the case of a chief executive officer of a subsidiary, and
40% of base salary for all remaining senior executive participants.
Attainment of the Performance Base results in short term incentive
compensation equal to 50% of the above scale. Short term incentive
compensation of up to 150% of the amount of the above scale may be
paid. Achievement above Performance Base is paid according to a scale
recommended by the Office of the President and approved by the
Performance Compensation Committee.
Short term incentive compensation is calculated for each senior
executive participant at the end of each fiscal year. Short term
incentive compensation is payable in cash after forty days, but within
seventy-five days, after the end of the fiscal year. All or a portion
of short term incentive compensation may be deferred and invested
either in cash or common stock to be paid at the end of the deferral
period.
Executive officers of the Company were awarded cash bonuses in
January 1994 based upon the achievement of return on shareholder
equity objectives established by the Performance Compensation
Committee at the beginning of the 1993 fiscal year. During 1993 the
financial performance of the Company was significantly above the
performance targets for the annual incentive plan's maximum payout.
Were there not a limitation on the compensation payable under the
Company's short term incentive plan, the 1993 financial performance
would have resulted in an additional cash payment of $1,097,400 to
W August Hillenbrand.
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b. PERFORMANCE COMPENSATION
A key element of the compensation philosophy of the Company is
the creation of sustainable shareholder value. The design of the
Company's variable pay plans has incorporated the concept of target
levels of annual and long term performance. Targets represent a point
at which the plans administered by the Performance Compensation
Committee would maximize their payments to plan participants. While
above target performance has always been encouraged by the committee,
it also represented a point at which the interests of shareholders and
executive officers were no longer perfectly aligned. The Company has
established a Performance Compensation Plan (the "Plan") which is
intended to incent sustainable, above target performance in each
subsidiary and of the Company overall. The Plan provides that to the
extent a subsidiary and/or the Company achieves performance that
exceeds the performance targets established for the short term
incentive compensation plan, key executives will be rewarded for the
additional shareholder value created. The Plan provides that the above
target performance must be improved upon in the year following its
attainment prior to any payments being made under the plan. If the
second year performance target is not achieved the executive forfeits
all of the compensation earned with respect to the prior year. The
first year of the Plan was 1992 and the first payments under the Plan
were made in January 1994 in shares of common stock of the Company.
The Performance Compensation Committee administers the Plan and
determines, in its sole discretion, which employees of the Company and
its subsidiaries will receive performance compensation, the
performance objectives for and timing of each performance cycle, the
amount of compensation payable to each employee in respect to a
performance cycle, and the time at which performance compensation will
be paid.
The maximum number of shares of common stock of the Company
available for issuance under the Plan is 1,675,400, subject to
adjustment by the Performance Compensation Committee in the event of
changes in the capitalization of the Company. In January 1994,
386,096 shares were distributed to participants. The Plan will
terminate on November 30, 2001, unless terminated earlier by the Board
of Directors.
c. LONG TERM INCENTIVE COMPENSATION
The Performance Compensation Committee of the Board reviews the
business plans of each of the subsidiaries and the performance
expectations of the Company overall at the commencement of each fiscal
year. The performance history and expected performance contributions
of each subsidiary provide the appropriate foundation for the
committee to establish performance objectives for long-term
compensation programs.
The Performance Compensation Committee recommends to the Board of
Directors the establishment and administration of the Company's long
term incentive compensation program. The Performance Compensation
Committee designates participants in the long term compensation
program and establishes the shareholder value creation objectives for
each subsidiary and for the Company for each three year cycle of the
program. The committee reviews a mathematically calculated analysis of
a shareholder's risk-adjusted expectation for return on his or her
investment in the Company's common stock. The committee establishes
specific performance objectives
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<PAGE>
for each subsidiary and for the Company based upon the shareholder
value calculation. The base for the three-year cycle is established
by taking the prior year's net income and dividing it by the weighted
average cost of capital for the Company. During the three-year cycle,
the positive and negative cash flows are measured and adjusted to
account for their time value to the Company. At the end of the
three-year period, the Company's net income is again capitalized by
dividing it by the Company's weighted average cost of capital. The
result of these calculations is compared with the present value of the
base year's capitalized net income to determine if shareholder value
exceeded shareholders' expectations. The sum of the performance
objectives that are established by the committee for the various
subsidiaries is higher than the shareholder expectation for the
Company as a whole, as calculated under this model. The level of
performance so determined represents the minimum level of performance
which must be achieved for payment of long term incentive
compensation. The committee further establishes a maximum level of
shareholder value creation for which incentive compensation will be
paid. Performance above that target level creates additional value for
shareholders but does not result in additional payments to executive
officers.
The long term program affords executives the opportunity to
become significant shareholders in the Company, thereby aligning the
interests of shareholders and executives. At the commencement of each
three year cycle a performance opportunity for each participant is
established. That opportunity is equal to 30% of base salary for
members of the Office of the President, 25% of base salary in the case
of a chief executive officer of a subsidiary, and 15% of base salary
for all other participants. That opportunity is divided by the
preceding year's average share price of the Company's common stock.
At the conclusion of the performance cycle the Performance
Compensation Committee determines the extent to which the financial
performance of the Company exceeded the calculated expectations of
shareholders. To the extent that shareholder expectations were
exceeded, payouts under the program are made. The range of award can
be from 0 to 150% of the opportunity established for each executive at
the outset of the cycle.
Long-term performance share compensation is payable at the end of
the three year cycle (but not sooner than forty days after the end of
the cycle) in the form of shares of common stock. Payment of long
term performance compensation is contingent upon a participant's
continued employment throughout the three year period to which the
compensation relates. All or a portion of long-term performance
compensation earned may be deferred.
During the 1991/1993 cycle the financial performance of the
Company was significantly above the performance targets for the long
term program's maximum payout. Were there not limitations on the
compensation payable to executives under the terms of the Company's
long-term incentive program, financial performance in the 1991/1993
cycle would have resulted in additional payments to W August
Hillenbrand of $533,424.
4. RESTRICTED STOCK COMPENSATION
The Hillenbrand Industries, Inc. Restricted Stock Plan (the "Stock
Plan"), covers employees designated as "Key Employees" by the Restricted
Stock Committee of the Board of Directors of the Company (the "Restricted
Stock Committee," a predecessor to the Performance Compensation Committee).
The purpose of the Stock Plan is to encourage Key Employees to
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pursue long term shareholder value creation for the Company or within their
subsidiary company, to reward the creation of shareholder value, and to
provide a significant opportunity for Key Employees to become and remain
shareholders of the Company by awarding to them shares of common stock of
the Company.
The number of shares, if any, to be awarded to each Key Employee, the
specific performance objectives the Company or a subsidiary company must
achieve in order for the Key Employee to receive awarded common stock, and
the length of time within which such performance objectives must be met
(the "Performance Cycle") are determined by the Performance Compensation
Committee. Shares of common stock awarded under the Stock Plan may not be
sold or transferred and are held in escrow until the relevant Performance
Cycle has been completed and the accomplishment of objectives evaluated, or
until such earlier time as the Performance Compensation Committee deems
appropriate.
In 1987, the Restricted Stock Committee established a six year
Performance Cycle ending at the close of the 1993 fiscal year. The Stock
Plan called for fifty percent of the shares assigned to each participant to
be awarded after completion of the third year of the Performance Cycle
provided that certain specific Company or subsidiary financial objectives
were met.
The maximum number of shares of common stock of the Company available
under the Stock Plan is 2,000,000. The number of shares of common stock
authorized for issuance under the Stock Plan is subject to adjustment in
the event of stock splits or similar circumstances. Shares awarded to date
have been 324,600, of which, 268,132 shares have been distributed and/or
deferred, and 56,468 have been forfeited. No additional awards are
contemplated at this time.
Respectfully submitted to the Company's shareholders by the Compensation
Committee and the Performance Compensation Committee of the Board of Directors.
BY: BY:
COMPENSATION COMMITTEE PERFORMANCE COMPENSATION
COMMITTEE
Robert K. Bellamy Robert K. Bellamy
Peter F. Coffaro Peter F. Coffaro
Edward S. Davis (Chairman) Edward S. Davis
Daniel A. Hillenbrand Daniel A. Hillenbrand (Chairman)
W August Hillenbrand
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Robert K. Bellamy, Peter F. Coffaro, Edward S. Davis, Daniel A.
Hillenbrand, and W August Hillenbrand served on the Compensation Committee
during 1993, and Robert K. Bellamy, Peter F. Coffaro, Edward S. Davis, and
Daniel A. Hillenbrand served on the Performance Compensation Committee during
1993.
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Daniel A. Hillenbrand, Chief Executive Officer of the Company until April
11, 1989, and currently Chairman of the Board of the Company, serves on both the
Compensation Committee and the Performance Compensation Committee of the
Company. W August Hillenbrand, President and Chief Executive Officer of the
Company, serves on the Compensation Committee.
Robert K. Bellamy, who is a member of the Compensation Committee and the
Performance Compensation Committee, is a partner in the law firm of Barnes &
Thornburg. The Company retains Barnes & Thornburg as legal counsel. Edward S.
Davis, who is Chairman of the Compensation Committee and a member of the
Performance Compensation Committee, is a partner in the law firm of Hughes
Hubbard & Reed. The Company retains Hughes Hubbard & Reed as legal counsel.
COMPANY STOCK PERFORMANCE
The following graph compares the cumulative total return for Hillenbrand
common shares of the Company with the S & P 500 Index and S & P Manufacturing
(Diversified Industrial) Index:
[Graph]
Assumes $100 invested in November 1988. Total return assumes that all
dividends are reinvested when received.
RETIREMENT PLANS
SAVINGS PLAN
Under the Hillenbrand Industries, Inc., Savings Plan (the "Savings Plan"),
officers of the Company and other employees may contribute through payroll
deduction up to 15 percent of their
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<PAGE>
base salary on a pre-tax basis, subject to certain maximum amounts established
by the Internal Revenue Service, pursuant to Section 401(k) of the Internal
Revenue Code, into a choice of investment vehicles. The Company makes matching
contributions of 40 percent of the first five percent of pre-tax contributions
(prior to January 1, 1992, the Company contributed 25 percent of the first four
percent of pre-tax contributions) and such amounts become fully vested after
five years of service with the Company and its subsidiaries.
PENSION PLAN
The Hillenbrand Industries, Inc. Pension Plan (the "Pension Plan") covers
officers of the Company and other employees. Directors of the Company who are
not employees of the Company or one of its subsidiaries are not eligible to
participate in the Pension Plan. Contributions to the Pension Plan by the
Company are made on an actuarial basis, and no specific contributions are
determined or set aside for any individual.
Employees, including officers of the Company, who retire under the Pension
Plan receive fixed benefits calculated by means of a formula that takes into
account the highest average annual base salary earned over five consecutive
years and the employees' years of service. The following table shows
approximate representative pension benefits based on a single life annuity
calculation for the compensation and years of service indicated:
APPROXIMATE ANNUAL PENSION UPON RETIREMENT AT AGE 65
<TABLE>
<CAPTION>
Highest Average Base
Salary for any Period 5 Years 10 Years 15 Years 20 Years 25 Years 30 Years 35 Years 40 Years
of 5 Consecutive Years of Service of Service of Service of Service of Service of Service of Service of Service
---------------------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 100,000 6,000 13,000 19,000 25,000 32,000 38,000 44,000 51,000
$ 200,000 14,000 29,000 43,000 57,000 72,000 86,000 100,000 115,000
$ 300,000 22,000 45,000 67,000 89,000 112,000 134,000 156,000 179,000
$ 400,000 30,000 61,000 91,000 121,000 152,000 182,000 212,000 243,000
$ 500,000 38,000 77,000 115,000 153,000 192,000 230,000 268,000 307,000
$ 600,000 46,000 93,000 139,000 185,000 232,000 278,000 324,000 371,000
$ 700,000 54,000 109,000 163,000 217,000 272,000 326,000 380,000 435,000
$ 800,000 62,000 125,000 187,000 249,000 312,000 374,000 436,000 499,000
$ 900,000 70,000 141,000 211,000 281,000 352,000 422,000 492,000 563,000
$1,000,000 78,000 157,000 235,000 313,000 392,000 470,000 548,000 627,000
</TABLE>
The credited years of service under the Pension Plan and the 1993 calendar
year base salaries for the officers named in the table are as follows: W August
Hillenbrand - 33 years, $590,000; Lonnie M. Smith - 17 years, $461,000; Tom E.
Brewer - 11 years, $267,800; David L. Robertson - 11 years, $175,500; and Mark
R. Lindenmeyer - 7 years, $162,000.
The Internal Revenue Code limits the amount of benefits which may be paid
under a qualified pension plan, such as the Company's Pension Plan. In order to
be able to pay the full benefits which are earned as described in the paragraph
and table above, the company has established a non-qualified, unfunded pension
plan to pay the amounts which could not otherwise be paid because of the
limitations established by the Internal Revenue Code. The Pension Plan is not
subject to deductions for Social Security or other offset amounts.
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COST OF SOLICITATION
The entire cost of solicitation of proxies by the Board of Directors will
be borne by the Company. In addition to the use of the mails, proxies may be
solicited by personal interview, facsimile, telephone and telegram by directors,
officers and employees of the Company. The Company expects to reimburse brokers
or other persons for their reasonable out-of-pocket expenses in forwarding proxy
material to beneficial owners.
SHAREHOLDER PROPOSALS
Pursuant to the Code of By-laws of the Company, any proposal by a
shareholder may not be presented at the annual meeting to be held in 1995 unless
it is delivered or mailed to and received by the Secretary at the Company's
principal offices in Batesville, Indiana, not later than 100 days prior to the
anniversary of the April 5, 1994 annual meeting. If the date of the annual
meeting to be held in 1995 is more than 30 days after such anniversary date,
such notice will also be timely if received by the Secretary by the later of 100
days prior to the forthcoming 1995 annual meeting date and the close of business
10 days following the date on which the Company first makes public disclosure of
the 1995 meeting date.
Any proposal by a shareholder which is to be presented at the annual
meeting to be held in 1995 must be received at the Company's principal executive
offices in Batesville, Indiana, not later than December 27, 1994, in order to be
included in the proxy statement and form of proxy relating to that meeting.
INCORPORATION BY REFERENCE
Notwithstanding anything to the contrary set forth in any of the Company's
previous or future filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that incorporates this Proxy
Statement by reference, the Compensation Committees' Report and the line graph
Comparison of Five Year Cumulative Total Return shall not be incorporated by
reference into any such filings.
Mark R. Lindenmeyer
Secretary
February 25, 1994
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HILLENBRAND INDUSTRIES, INC.
Proxy for Annual Meeting To Be Held April 5, 1994
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The Undersigned appoints Daniel A. Hillenbrand and W August Hillenbrand, or
either of them, with full power of substitution, as proxies to vote all the
shares of the undersigned at the annual meeting of Shareholders of Hillenbrand
Industries, Inc., (the "Company") to be held at the Sherman House in Batesville,
Indiana 47006, on April 5, 1994 at 10:00 a.m., E.S.T., and at any adjournments
of the meeting on the following matters:
(1) FOR [] NOT FOR [] the election of director nominees Peter F. Coffaro,
Edward S. Davis, Leonard Granoff and W August Hillenbrand to serve three
year terms as directors. A SHAREHOLDER WISHING TO WITHHOLD AUTHORITY FROM
THE PROXIES TO VOTE FOR ANY NOMINEE MAY DELETE SUCH NOMINEE'S NAME FROM THE
ABOVE LIST.
(2) FOR [] NOT FOR [] ABSTAIN FROM [] the ratification of the appointment
of Price Waterhouse as Independent auditors.
(3) In their discretion upon such other business as may properly come
before the meeting or any adjournment thereof.
THIS PROXY MAY BE REVOKED BY GIVING WRITTEN NOTICE TO THE PROXIES AT ANY TIME
BEFORE IT IS EXERCISED AT THE MEETING.
(continued and to be signed on reverse side)
---------------------------------------------
The shares represented by this proxy will be voted as directed on the reverse
side by the shareholder(s). If no direction is given, this proxy will be voted;
FOR the nominees to the Board of Directors identified in the Proxy Statement;
FOR the ratification of the appointment of Price Waterhouse as independent
auditors; and in such manner as the proxies shall direct on such other business
as may properly come before the meeting.
-------------------------------------
-------------------------------------
Please sign name and title exactly
as shown on lable on this proxy card.
Dated: , 1994
--------------------
IMPORTANT: This proxy is solicited on behalf of the Board of Directors. Please
mark, sign, date and return this proxy promptly in the enclosed envelope. When
signing as attorney, executor, trustee, partner, officer or guardian, please
give your full title. If shares are held jointly, all holders must sign the
proxy. No postage is required if mailed in the United States.
