<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
Hunt Corporation
- - -----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- - ---------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
___________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
___________________________________________________________________________
3) Filing Party:
___________________________________________________________________________
4) Date Filed:
___________________________________________________________________________
<PAGE>
[GRAPHIC OMITTED]
HUNT CORPORATION
---------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be Held on April 21, 1999
---------------------------
To Our Shareholders:
The Annual Meeting of Shareholders of Hunt Corporation will be held at
10:00 o'clock a.m. on April 21, 1999, on the 51st Floor, Top of the Tower, 1717
Arch Street, Philadelphia, Pennsylvania, for the following purposes:
1. To elect four directors to serve for a three-year term;
2. To vote on a proposal to ratify the appointment of independent
accountants; and
3. To transact such other business as may properly come before the
meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on February 19,
1999, as the record date for the determination of shareholders entitled to
notice of, and to vote at, the meeting and any adjournments thereof.
All shareholders are cordially invited to attend the meeting in person.
However, whether or not you plan to attend, please promptly sign, date and mail
the enclosed proxy card in the enclosed return envelope which requires no
postage if mailed in the United States. Returning your proxy card does not
deprive you of your right to attend the meeting and vote your shares in person.
By order of the Board of Directors,
WILLIAM E. CHANDLER, Secretary
March 1, 1999
<PAGE>
HUNT CORPORATION
One Commerce Square
2005 Market Street
Philadelphia, PA 19103
---------------------------
PROXY STATEMENT
---------------------------
This proxy statement, which is being sent to shareholders on or about March
8, 1999, is furnished in connection with the solicitation of proxies by the
Board of Directors of Hunt Corporation (the "Company") for use at the
forthcoming Annual Meeting of Shareholders (the "Meeting") to be held on April
21, 1999, and at any adjournments thereof.
At the close of business on February 19, 1999, the record date for
determination of shareholders entitled to notice of, and to vote at, the
meeting, there were outstanding an aggregate of 10,522,340 of the Company's
Common Shares. Pursuant to the Company's 1990 shareholders' Rights Agreement,
rights to purchase securities of the Company under certain circumstances are
deemed to be attached to outstanding Common Shares.
Voting and Revocability of Proxies
Each Common Share outstanding on the record date is entitled to one vote on
all matters to come before the Meeting, except that shareholders have the right
to cumulate their votes in the election of directors. This means that
shareholders may multiply the number of votes to which they are entitled by the
number of directors to be elected, and the whole number of such votes may be
cast for one nominee or distributed among any two or more nominees. If you wish
to cumulate your votes in this manner, you must clearly indicate on your proxy
card your desire to cumulate and how many votes you wish to cast for each
nominee.
A majority of the Common Shares entitled to vote at the Meeting,
represented in person or by proxy, constitutes a quorum. In the election of
directors, assuming a quorum is present, the four nominees receiving the highest
number of votes cast at the Meeting will be elected. The affirmative vote of a
majority of the votes cast at the meeting is required for approval of Proposal
2, assuming a quorum is present. Abstentions, the withholding of a vote, or the
specific direction not to cast any vote on a specific matter, such as broker
non-votes, will not constitute the casting of a vote on such matter.
Your proxy may be revoked at any time prior to its exercise by giving
written notice to the Secretary of the Company, by presenting a duly executed
proxy bearing a later date or by voting in person at the Meeting, but your mere
attendance at the Meeting will not revoke your proxy. Your proxy, when properly
executed, will be voted in accordance with the specific instructions indicated
on your proxy card. Unless contrary instructions are given, your proxy will be
voted FOR the election of the four nominees for director, as provided under
"Election of Directors" below (in equal amounts or cumulatively, as the persons
voting the proxies may determine); FOR
1
<PAGE>
ratification of the appointment of PricewaterhouseCoopers LLP as the Company's
independent accountants for the 1999 fiscal year; and, to the extent permitted
by the rules of the Securities and Exchange Commission, in accordance with the
judgment of the persons voting the proxies upon such other matters as may come
before the Meeting and any adjournments. In the latter regard, the Company
intends to avail itself, until further notice, of the provisions of Rule
14a-4(c)(i) which grants the persons voting the proxies discretionary authority
to vote on any shareholder proposals presented at an Annual Meeting of which the
Company has not received notice at least 45 days before the anniversary of the
date on which the Company first mailed its proxy materials for the previous
year's Annual Meeting. The Company received no notice of any shareholder
proposal by such anniversary date (i.e. March 5, 1998).
1. ELECTION OF DIRECTORS
The Restated Articles of Incorporation and By-laws of the Company presently
provide that the number of directors shall be eleven, to be divided into three
classes as nearly equal in number as possible. The Board of Directors has
nominated, and recommends the election of, the following four persons to serve
as directors of the Company until the 2002 Annual Meeting or until their
successors are elected and have qualified:
Donald D. Belcher Robert H. Rock, D.B.A.
Malcolm J. Thompson, Ph.D. Victoria B. Vallely
All the nominees are presently serving as directors of the Company, having
previously been elected by the shareholders of the Company, except for Dr.
Malcolm J. Thompson, who was elected a director by the Board in August 1998.
Although the Board of Directors has no reason to believe any of the nominees
will be unable to serve, if such should occur, your proxy will be voted (unless
marked to the contrary) for such person or persons, if any, as shall be
recommended by the Board of Directors. However, your proxy will not be voted for
the election of more than four directors.
The following table sets forth, as of February 1, 1999, certain information
with respect to each nominee for election as a director and each director whose
term of office will continue after the Meeting:
<TABLE>
<CAPTION>
Present
Name, Age and Director Term
Occupation(1) Since Expires
- - ------------------------------------------------------------ ---------- --------
<S> <C> <C>
Donald D. Belcher, 60 1997 1999
Chairman of the Board, President and Chief Executive
Officer (since 1995) of Banta Corporation, a printing and
digital imaging company. Previously, Senior Group Vice
President (1990-1994) of Avery Dennison Corporation, an
office products company.
Jack Farber, 65 1970 2000
Chairman of the Board and President of CSS Industries,
Inc., a consumer products company.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Present
Name, Age and Director Term
Occupation(1) Since Expires
- - -------------------------------------------------------------- ---------- --------
<S> <C> <C>
William F. Hamilton, Ph.D., 59 1986 2001
Landau Professor of Management and Technology, The
Wharton School of the University of Pennsylvania. Director
of Centocor Inc., Neose Technologies, Inc., Marlton
Technologies, Inc. and Digital Lightwave, Inc.
Mary R. (Nina) Henderson, 48 1991 2001
President, Bestfoods Grocery, and Corporate Vice President,
Bestfoods, an international branded food company.
Director of The Equitable Companies Incorporated and The
Equitable Life Assurance Society of the United States.
Gordon A. MacInnes, 57(2) 1970 2000
Author and former New Jersey State Senator (1994 to 1998).
Chairman of the Board of the Company (1995-1996).
Wilson D. McElhinny, 69 1993 2001
Chairman of the Board of IREX Corporation, a specialty
contract company (since 1992). Previously, Chairman,
President and Chief Executive Officer (1988-1990), and
Chairman of Executive Committee (1983-1992), of Hamilton
Bank.
Robert H. Rock, D.B.A., 48 1989 1999
President of MLR Holdings, L.L.C., a publishing company
which produces business publications, executive conferences
and community newspapers. Director of Alberto-Culver
Company and Quaker Chemical Co.
Roderic H. Ross, 68 1978 2001
Chairman of the Board and Chief Executive Officer of
Keystone State Life Insurance Company. Director of PNC
Bank Corp. and PMA Capital Corp.
Donald L. Thompson, 57 1996 2000
Chairman, President and Chief Executive Officer of the
Company (since 1996). Previously, Group Vice President of
the Office Products Business (1993-96) of Avery Dennison
Corporation, an office products company.
Malcolm J. Thompson, Ph.D., 1998 2001
President and Chief Executive Officer, dpiX Inc., a Xerox
New Enterprise Company, a digital imaging company (since
1996). Previously, Chief Technologist of Xerox PARC
(1981-1996). Director of Photon Dynamics Inc.
Victoria B. Vallely, 48(2) 1976 1999
Manager, Bartol Family Partnership, an investment
partnership.
</TABLE>
- - ---------------
(1) Except as otherwise noted, the named individuals have had the occupations
indicated (other than directorships) for at least five years.
(2) Mr. MacInnes is married to Ms. Vallely's sister. Both Mrs. MacInnes and Ms.
Vallely are daughters of the late George E. Bartol III, a former Chairman
of the Board, Chief Executive Officer and principal shareholder of the
Company.
3
<PAGE>
Information Concerning Meetings and Certain Committees
The Board of Directors held five formal meetings during fiscal 1998. The
Company has standing Audit, Compensation, and Nominating Committees of its Board
of Directors. The Audit Committee members currently are Messrs. Farber, Hamilton
and McElhinny. This Committee makes recommendations to the Board of Directors
concerning the engagement, retention and discharge of independent accountants,
reviews with members of the Company's management and internal auditors and with
the Company's independent accountants the plans and results of the auditing
engagement, the Company's financial statements and the adequacy of the Company's
system of internal accounting controls, and directs any investigations into
matters within the scope of the foregoing duties. During fiscal 1998, the Audit
Committee met two times. The Compensation Committee currently is composed of
Messrs. Rock and Ross and Ms. Henderson. This Committee establishes the salaries
of executive officers and makes recommendations to the Board of Directors
regarding the adoption, extension, amendment and termination of compensation
plans in which officers or directors may participate. It also exercises
administrative powers pursuant to certain of those plans. The Compensation
Committee held four formal meetings during fiscal 1998. The members of the
Nominating Committee currently are Messrs. Belcher, MacInnes and Rock and Ms.
Vallely. The primary purpose of this Committee, which held three meetings during
fiscal 1998, is to identify and recommend to the Board qualified individuals to
serve as directors of the Company. The Nominating Committee has not determined
whether it will consider nominees recommended by shareholders.
The Board of Directors also has an Executive Committee whose current
members are Messrs. MacInnes, Farber, Rock and Mr. Donald L. Thompson. The
Executive Committee generally is empowered, subject to certain limitations, to
exercise the authority of the Board between Board meetings. The Board also, from
time to time, appoints special committees for specific purposes.
During fiscal 1998, all directors attended in person or by conference
telephone at least 75% of the aggregate of the total number of meetings of the
Board of Directors and committees of the Board on which they served.
Compensation of Directors
The ten current non-employee directors of the Company participate in the
Company's 1997 Non-Employee Director Compensation Plan. Pursuant to this plan,
the Company pays annual directors' fees of $5,000 in cash and $12,000 in grants
of Common Shares, plus cash of $1,000 for each Board meeting and $1,000 ($1,250
for Committee Chairpersons) for each committee meeting attended, to each of its
non-employee directors. In addition, the plan provides for annual grants to each
non-employee director of non-qualified stock options to purchase up to 2,000
Common Shares at the fair market value of such shares on the date of grant, such
options to vest after two years (subject to possible acceleration) and to extend
for 10 years (subject to possible earlier termination). During fiscal 1998,
options to purchase 2,000 Common Shares were granted to each of the non-employee
directors (except for Dr. Malcolm J. Thompson
4
<PAGE>
who was elected a director by the Board after the grant date) pursuant to this
plan. As of February 1, 1999, no such options had been exercised. In addition,
the Company reimburses directors for certain expenses incurred in attending
Board and committee meetings. From time to time, the Company also compensates
non-officer directors for special services but did not do so in fiscal 1998.
The non-officer directors also participate in the 1994 Non-Employee
Directors' Stock Option Plan which provides for one-time automatic grants of
non-qualified options to purchase 5,000 Common Shares (at a per share price
equal to the fair market value of a Common Share on the grant date of the
option) on January 26, 1994 to each of the nine-employee directors in office at
that time, and to subsequent non-employee directors at the time of their
election to the Board. Options granted under this plan extend for a term of ten
years from the grant date (subject to earlier termination in certain
circumstances) and become exercisable at the rate of 20% per year over five
years from the grant date (subject to acceleration in certain circumstances).
The options granted under this plan on January 26, 1994 have an exercise price
of $16.875 per share, and the subsequent options granted to Mr. Belcher in 1997
and Dr. Malcolm L. Thompson in 1998 have exercise prices of $18.6875 and $14.25
per share, respectively. As of February 1, 1999, an aggregate of 3,000 options
had been exercised under this plan.
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The firm of PricewaterhouseCoopers LLP served as the Company's independent
accountants for fiscal 1998 and has been selected by the Board of Directors to
serve in the same capacity for fiscal 1999. The shareholders will be asked to
ratify this appointment at the Meeting.
A representative of PricewaterhouseCoopers LLP is expected to be present at
the Meeting and will be available to respond to appropriate questions. The
representative will also have the opportunity to make a statement if he or she
desires to do so.
3. OTHER MATTERS
The Board of Directors knows of no matters to be presented for action at
the Annual Meeting, other than those set forth in the attached Notice and
customary procedural matters. However, if any other matters should properly come
before the Meeting or any adjournments thereof, the proxies solicited hereby
will be voted on such matters, to the extent permitted by the rules of the
Securities and Exchange Commission, in accordance with the judgment of the
persons voting such proxies.
ADDITIONAL INFORMATION
Common Share Ownership by Certain Beneficial Owners and Management
The following table sets forth, as of February 1, 1999, certain information
concerning the beneficial ownership of Common Shares by: (i) each person who is
known by the Company to be the beneficial owner of more than 5% of such shares,
(ii) each director and nominee for director of the Company, (iii) each of the
executive officers of the Company named in the Summary Compensation Table
appearing later in this proxy statement, and (iv) all directors and executive
officers of the Company as a group. Such information is based upon information
provided to the Company by such persons.
5
<PAGE>
<TABLE>
<CAPTION>
Common Shares Percent
Name of Beneficial Owner Beneficially Owned(1) of Class(1)
- - ------------------------------------------------------------ ----------------------- ------------
<S> <C> <C>
Richard J. Bove ............................................ 2,069,766(2) 19.2
3700 Bell Atlantic Towers
Philadelphia, PA 19103
Ariel Capital Management, Inc. ............................. 1,671,080(3) 15.5
307 North Michigan Avenue
Chicago, IL 60601
Donald D. Belcher, director ................................ 3,463(4) *
Jack Farber, director ...................................... 14,944(5) *
William F. Hamilton, director .............................. 9,484(5)(6) *
Mary R. (Nina) Henderson, director ......................... 6,384(5) *
Gordon A. MacInnes, director ............................... 618,543(5)(7) 5.7
Wilson D. McElhinny, director .............................. 9,984(5) *
Robert H. Rock, director ................................... 6,284(5) *
Roderic H. Ross, director .................................. 13,459(5) *
Donald L. Thompson, director and executive officer ......... 182,000(8) 1.7
Malcolm J. Thompson, director .............................. 421 *
Victoria B. Vallely, director .............................. 100,717(5)(9) *
John W. Carney, executive officer .......................... 80,674(10) *
William E. Chandler, executive officer ..................... 87,029(11) *
Spencer W. O'Meara, executive officer ...................... 138,885(12) 1.3
W. Ernest Precious, executive officer ...................... 102,807(13) *
All current directors and executive officers as a group
(16 persons) .............................................. 1,429,419(14) 13.2
</TABLE>
- - ---------------
*Less than 1%
(1) Except as otherwise indicated, the beneficial ownership of Common Shares
reflected in this proxy statement is based upon sole voting and
dispositive power with respect to such shares. Further, for the purposes
of computing beneficial ownership and the percent of class of an
individual, Common Shares which the individual has the right, upon
exercise of options and in certain other circumstances, to acquire within
60 days, are deemed to be outstanding and beneficially owned by the
individual.
(2) Represents shares held by Mr. Bove as successor and sole trustee under four
irrevocable trusts established by the late George E. Bartol III (a former
Chairman of the Board, Chief Executive Officer and principal shareholder
of the Company) for the benefit of Mr. Bartol's four adult daughters.
(3) According to information supplied by Ariel, Ariel is a registered
investment adviser, and all shares held by it are owned by its investment
advisory clients, none of whom, to the knowledge of Ariel, owns more than
5% of the Company's Common Shares.
(4) Includes 1,000 shares which Mr. Belcher has the right to acquire by
exercise of stock options under the 1994 Non-Employee Director's Stock
Option Plan.
(5) Includes 5,000 shares which the named individual has the right to acquire
by exercise of stock options under the 1994 Non-Employee Directors' Stock
Option Plan.
6
<PAGE>
(6) Includes 3,500 shares held jointly with his wife.
(7) Includes 532,293 shares as to which Mr. MacInnes has shared voting and
dispositive power as co-trustee (with Katherine B. Lunt) of an irrevocable
trust established by the late George E. Bartol III for the benefit of his
grandchildren, and 74,529 shares held by Mr. MacInnes as custodian for his
children. Does not include 159,840 shares beneficially owned by Mr.
MacInnes' wife, the beneficial ownership of which shares is disclaimed by
Mr. MacInnes. Mrs. Lunt and Mrs. MacInnes are daughters of the late George
E. Bartol III.
(8) Includes 175,000 shares which Mr. Thompson has the right to acquire by
exercise of stock options.
(9) Includes 19,224 shares held jointly with her husband. Does not include an
aggregate of 44,057 shares held by her husband as trustee or custodian for
their children, the beneficial ownership of which shares is disclaimed by
Ms. Vallely.
(10) Includes 72,260 shares which Mr. Carney has the right to acquire by
exercise of stock options. Does not include 9,000 shares held for his
account in the Supplemental Executive Retirement Plan.
(11) Includes 83,545 shares which Mr. Chandler has the right to acquire by
exercise of stock options. Does not include 12,000 shares held for his
account in the Supplemental Executive Retirement Plan.
(12) Includes 104,829 shares which Mr. O'Meara has the right to acquire by
exercise of stock options. Does not include 12,000 shares held for his
account in the Supplemental Executive Retirement Plan.
(13) Includes 97,917 shares which Mr. Precious has the right to acquire by
exercise of stock options. Does not include 12,000 shares held for his
account in the Supplemental Executive Retirement Plan.
(14) Includes an aggregate of 625,731 shares which certain directors and
current executive officers have the right to acquire by exercise of stock
options. Does not include shares which are excluded in the notes above.
-------------------------
7
<PAGE>
Executive Compensation
Compensation Committee Report on Executive Compensation
The Company's Compensation Committee (the "Committee") is composed of three
outside directors, none of whom has ever been an employee of the Company or any
of its subsidiaries. The Committee makes recommendations to the full Board of
Directors regarding the adoption, extension, amendment, and termination of the
Company's compensation plans and also administers certain of these plans. The
Committee also reviews in conjunction with the Company's Chairman, President and
Chief Executive Officer (the "CEO") the performance of other executive officers
and establishes the salaries of the CEO and other executive officers (subject to
the terms of any employment agreements). The Committee has provided the
following report on executive compensation:
The Committee has been guided by the following executive compensation
philosophy of the Company:
1. Align the interests of shareholders and management through a
compensation program that provides a substantial proportion of executive
officers' total compensation in the form of Company shares and options.
2. Make a significant portion of total compensation for executive
officers contingent upon the attainment of demanding performance goals
that support growth in the Company's share value over time.
3. Balance the objectives of short-term earnings increases and
investment in the long-term financial health of the Company with an
incentive compensation program that rewards improved profit performance
with annual cash bonuses and stimulates a long-term perspective through
the granting of options to purchase Common Shares of the Company.
4. Enable the Company to attract and retain superior management by
providing a very competitive total compensation package.
Executive compensation consists primarily of three components: base
salary, incentive compensation, and stock options/stock grants.
Base Salary
The Company's policy generally has been to set base salaries for each
executive officer position at a level up to the seventy-fifth percentile when
compared to compensation survey data available for equivalent positions with
other industrial, bonus-paying employers. The Company uses compensation studies,
surveys and outside consultants to monitor the Company's competitive executive
compensation position and to recommend salary ranges and compensation changes to
the Committee. These studies may include but are not limited to the peer group
of companies used for the Shareholder Return Performance Graph herein.
8
<PAGE>
The performance reviews of the executive officers other than the CEO are
conducted by the CEO, and the results of such reviews are reported to the
Committee by the CEO. The performance of the CEO is reviewed by the Compensation
Committee and the Board of Directors. The Committee adjusts executive officers'
salaries with input from the CEO based on the quality of their individual
performance and the relationship of their salary to their established salary
range. Merit increases in the form of a one-time payment (as distinct from the
annual bonuses) are granted under certain circumstances, however no such merit
increases were granted during fiscal 1998.
The base salary of the CEO presently is set at $450,000 per year, subject
to adjustment, by his employment agreement. Adjustments to the base salary of
the CEO are governed by the same factors as other executive officers but also
specifically take into account the Company's current financial performance (as
measured by earnings, balance sheet strength, and overall financial soundness)
and the extent to which the CEO is successful in establishing a vision and
strategic plan for the Company and implementing that plan over time. The
Committee also considers the CEO's leadership in setting high standards for
financial performance, motivating management colleagues, and representing the
Company and its values to internal and external constituencies. These factors
are largely subjective in nature and are not specifically weighted.
Incentive Compensation
The Company's incentive compensation program as in effect during fiscal
1998 had only an annual component. Under the annual program, bonuses were based
on achievement of a specific corporate operating profit (profit before taxes)
threshold which was established by the Committee with reference to the
Company's prior year's results and management's budget for the 1998 fiscal
year, achievement of specific business unit revenue and operating margin, and
achievement of certain objectives for each individual executive. The maximum
potential annual bonus award for executive officers for fiscal 1998 was up to
50% of base salary. No annual bonus was earned by the executive officers for
fiscal 1998.
Stock Options/Stock Grants
The Company's 1993 Stock Option and Stock Grant Plan provides for grants by
the Compensation Committee of incentive and/or non-qualified stock options, as
well as grants of stock, to executive officers and others, thus tying a portion
of executive compensation directly to the performance of the Company stock. The
exercise price of the stock options under the Plan (and predecessor option
plans) may not be less than 100% of the fair market value of the Company's stock
on the date of grant. Stock options become exercisable at least one year (usual
practice has been two years) from the date of grant, subject to possible
acceleration in certain circumstances, and usually expire ten years following
the date of grant. Executive officers typically have been granted stock options
each year for a number of shares, the market value of which shares on the date
of grant has been in a range of 80% to 120% of the executive
9
<PAGE>
officer's base salary. However, in fiscal 1997, the Committee granted three
years' worth of options to executive officers, other than the CEO, (which were
intended to be largely in lieu of grants to them during the next three fiscal
years), in order to compensate the executive officers for their efforts related
to the Company's restructuring and as part of the Committee's intention to have
a greater portion of executive officers' total compensation be based on stock
options. The CEO received options in fiscal 1998 and 1997 pursuant to his
employment agreement.
The Compensation Committee is mindful of the potential impact upon the
Company of Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), which prohibits public companies from deducting certain executive
remuneration in excess of $1,000,000. While reserving the right of the Company
to offer such compensation arrangements as may be from time-to-time necessary to
attract and retain top-quality management, the Compensation Committee intends
generally to structure such arrangements, where feasible, so as to minimize or
eliminate the impact of the limitations of Section 162(m) of the Code.
February 10, 1999 Compensation Committee:
Robert H. Rock, Chairman
Mary R. (Nina) Henderson
Roderic H. Ross
10
<PAGE>
Summary Compensation Table
The following table sets forth certain information concerning the annual
and long-term compensation paid or accrued to or for: (i) the Company's Chief
Executive Officer and (ii) the Company's four most highly compensated other
executive officers whose total annual salary and bonus exceeded $100,000
(collectively, the "Named Officers") for services rendered to the Company and
its subsidiaries during fiscal years 1998, 1997 and 1996:
<TABLE>
<CAPTION>
Annual Compensation
------------------------------------------------------------
Other
Annual
Name and Bonus Compen-
Principal Position Year Salary (1) sation
- - ------------------------------------------------ ------ ---------------- ---------------- ----------------
($) ($) ($)
---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Donald L. Thompson 1998 453,462 -- --
Chairman of the Board, 1997 450,000 225,000(5) --
President and Chief Executive Officer 1996 225,000(6) 300,000(6) 125,045(6)
William E. Chandler 1998 218,537 -- --
Senior Vice President, 1997 213,200 105,001 --
Finance; Chief Financial Officer and Secretary 1996 214,492 51,466 --
Spencer W. O'Meara 1998 263,251 -- --
Executive Vice President 1997 245,595 118,665 --
1996 239,023 59,431 --
W. Ernest Precious 1998 217,016 -- --
Executive Vice President, 1997 215,816 98,139 44,908(7)
Corporate Development 1996 205,233 51,987 --
John W. Carney 1998 174,636 -- --
Vice President, General Manager, 1997 164,565 63,423 --
Hunt Graphics 1996 146,813 31,465 --
</TABLE>
<PAGE>
[RESTUBBED FROM PREVIOUS TABLE]
<TABLE>
<CAPTION>
Long-Term Compensation
-----------------------------------------
Awards Payouts
------------------------------ ---------
Securities All Other
Restricted Underlying LTIP Compen-
Name and Stock Options/ Payouts sation
Principal Position Awards SARs (2) (3) (4)
- - ------------------------------------------------ ------------ ---------------- --------- ----------
($) (#) ($) ($)
------------ ---------------- --------- ----------
<S> <C> <C> <C> <C>
Donald L. Thompson -- 45,283 -- 10,478
Chairman of the Board, -- 62,500 -- 11,250
President and Chief Executive Officer -- 350,000(6) -- 2,813
William E. Chandler -- -- -- 5,641
Senior Vice President, -- 124,000 -- 4,236
Finance; Chief Financial Officer and Secretary -- 18,145 26,278 4,707
Spencer W. O'Meara -- -- -- 7,119
Executive Vice President -- 124,000 -- 4,901
-- 24,829 20,469 4,972
W. Ernest Precious -- -- -- 5,532
Executive Vice President, -- 124,000 -- 3,108
Corporate Development -- 19,417 17,554 4,025
John W. Carney -- -- -- 3,500
Vice President, General Manager, -- 89,000 -- 3,096
Hunt Graphics -- 12,127 11,523 3,076
</TABLE>
- - ---------------
(1) Represents annual bonuses awarded under the Company's Incentive
Compensation Program for the respective fiscal years, unless otherwise
indicated.
(2) Represents shares underlying stock options unless otherwise indicated.
(3) Includes cash and Common Shares, valued using the share price on the date
of vesting, paid in respect of performance units and performance shares
awarded under the Company's 1988 Long-Term Incentive Compensation Plan for
the three year performance period 1994-1996. The 1988 Plan was terminated
in fiscal 1996, and participants received prorated awards under the plan.
(4) Includes contributions made by the Company under its 401(k) Savings Plan,
its Supplemental Executive Benefit Plan (see "Pension Plans" below) and
premiums paid by the Company for group term life insurance coverage,
unless otherwise indicated. Does not include contributions made by the
Company with respect to the Pension Plan.
(5) The bonus of $225,000 paid to Mr. Thompson represents the minimum annual
incentive pay for the 1997 fiscal year under the terms of his employment
agreement.
(6) Mr. Thompson's fiscal 1996 salary was prorated for the portion of the year
he was employed by the Company. His fiscal 1996 bonus was the minimum
annual incentive pay for that year under the terms of his employment
agreement. The other annual compensation includes reimbursement of $81,902
of relocation expenses
11
<PAGE>
and $43,152 of related taxes. The securities underlying Mr. Thompson's
options and SARs for fiscal 1996 include 175,000 options granted on June 1,
1996 which became exercisable one year after the date of grant, as well as
175,000 phantom stock/SARs granted pursuant to Mr. Thompson's Phantom Stock
Plan. The phantom stock/SARs vest at a rate of 25% per year commencing
December 1, 1996. The fair market value of the phantom stock/SARs which
vested during 1998 was $952,953 at the time of vesting. The fair market
value of the invested portion of the phantom stock/SARs at the end of fiscal
1998 was $1,132,075. (See Aggregate Option/SAR Exercises in Fiscal 1998
Table and the footnotes thereto below.)
(7) The other annual compensation includes reimbursement of $17,144 of
relocation expenses, $13,652 of related taxes and $14,112 of compensation
for relocation.
Stock Option/SAR Grants, Exercises and Holdings
The following table sets forth certain information concerning stock
options and SARs granted to and exercised by the Named Officers during fiscal
1998 and unexercised stock options held by them at the end of fiscal 1998:
Option/SAR Grants in Fiscal 1998
<TABLE>
<CAPTION>
Individual Grants
- - -----------------------------------------------------------------------------------------------------------------------
Number of Percentage of Option
Shares Total Options Exercise Market Grant
Underlying Granted to or Base Price at Date
Options Employees in Price Grant Date Expiration Value (2)
Name Granted (1) Fiscal 1997 ($/sh) ($/sh) Date ($)
- - ----------------------------- ------------- --------------- ---------- ------------ ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
Donald L. Thompson .......... 45,283 37% 24.84 24.84 04/15/08 293,773
William E. Chandler ......... -- -- -- -- -- --
Spencer W. O'Meara .......... -- -- -- -- -- --
W. Ernest Precious .......... -- -- -- -- -- --
John W. Carney .............. -- -- -- -- -- --
</TABLE>
- - ---------------
(1) The options were granted under the 1993 Stock Option and Stock Grant Plan
on April 15, 1998 at fair market value and become exercisable two years
from the date of grant, subject to possible acceleration in certain
events. No SARs were granted in fiscal 1998.
(2) Based on the modified Black-Scholes extended binomial option valuation
model adapted for use in valuing executive stock options. The estimated
value under this model assumes: (i) an expected option term of five years,
which represents the assumed average period from grant date of option to
their exercise date, (ii) an interest rate that represents the interest
rate on a U.S. Treasury bond with a maturity date corresponding to that of
the adjusted option term, (iii) volatility calculated using monthly stock
prices for the ten years prior to the grant date, and (iv) dividends at a
rate of 2.40% based on the average dividends paid over the ten-year period
prior to the grant date. The actual value, if any, an executive may realize
will depend on the excess of the stock price over the exercise price on the
date the option is exercised, so that there is no assurance the value
realized will be at or near the value estimated by the model.
12
<PAGE>
Aggregate Option/SAR Exercises in Fiscal 1998
and Fiscal Year-End Option/SAR Values
<TABLE>
<CAPTION>
Number of Shares Value of Unexercised
Underlying Unexercised In-the-Money Options/SARs
Shares Value Options/SARs at FY-End at FY-End(3)
Acquired on Realized --------------------------------- -----------------------------
Name Exercise(1) (2) Exercisable Unexercisable Exercisable Unexercisable
(#) ($) (#) (#) ($) ($)
------------- ------------- ---------------- --------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Donald L. Thompson ...... -- (4) 87,500(4) 87,500(4) -- --
Donald L. Thompson ...... -- -- 175,000 107,783 -- --
William E. Chandler ..... -- -- 97,781 131,048 9,152 --
Spencer W. O'Meara ...... 18,000 181,692 90,869 131,048 9,152 --
W. Ernest Precious ...... 13,500 116,019 65,212 96,048 7,104 --
John W. Carney .......... 5,400 53,498 44,132 96,048 2,615 --
</TABLE>
- - ---------------
(1) The information presented in this table is with respect to options, unless
otherwise noted. All options reflected in this table were granted at fair
market value under the Company's 1983 or 1993 Stock Option Plans.
(2) The value realized in the case of options is calculated by subtracting the
exercise price from the fair market value of the shares underlying the
options as of the exercise date.
(3) The value in the case of options is calculated by subtracting the exercise
price from the fair market value of the securities underlying the options
at November 29, 1998. There is no exercise price for Mr. Thompson's
phantom stock/SARs. (See footnote (4) below.)
(4) Relates to the 175,000 shares of phantom stock/SARs granted to Mr. Thompson
on June 1, 1996 pursuant to the terms of his employment agreement. (See
"Employment and Severance Agreements and Arrangements" below.) These phantom
shares/SARs vest at the rate of 25% per year commencing December 1, 1996.
The fair market value of the 43,750 shares of phantom stock/SARs that vested
on December 1, 1997 (which was during fiscal 1998) was $952,953 on that
date. Upon his separation from the Company, Mr. Thompson will be entitled to
receive, in monthly installments with interest, an aggregate amount equal to
the number of such phantom shares/SARs as shall have vested, multiplied by
the per share price of the Company's Common Shares as of the end of the
month prior to his separation from the Company, plus an amount equal to the
dividends which would have accrued on an equivalent number of Common Shares
prior to his separation, minus any such dividend equivalent amounts as may
previously have been distributed to him.
13
<PAGE>
Pension Plans
The following table sets forth the estimated annual retirement benefits
payable under the Company's Pension Plan and the retirement benefits portion of
the Supplemental Executive Benefits Plan (the "Supplemental Plan") to
participants in both Plans, assuming they retired at age 65 in fiscal 1999 with
the indicated levels of compensation and years of benefit service:
<TABLE>
<CAPTION>
Years of Service
-----------------------------------------------------------------------------------------
Remun-
eration 10 15 20 25 30 35 40 or More
- - ----------- ---------- ---------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
$100,000 $ 20,000 $ 30,000 $ 40,000 $ 50,000 $ 55,000 $ 60,000 $ 60,000
150,000 $ 30,000 $ 45,000 $ 60,000 $ 75,000 $ 82,500 $ 90,000 $ 90,000
200,000 $ 40,000 $ 60,000 $ 80,000 $100,000 $110,000 $120,000 $120,000
250,000 $ 50,000 $ 75,000 $100,000 $125,000 $137,500 $150,000 $150,000
300,000 $ 60,000 $ 90,000 $120,000 $150,000 $165,000 $180,000 $180,000
350,000 $ 70,000 $105,000 $140,000 $175,000 $192,500 $210,000 $210,000
400,000 $ 80,000 $120,000 $160,000 $200,000 $220,000 $240,000 $240,000
450,000 $ 90,000 $135,000 $180,000 $225,000 $247,500 $270,000 $270,000
500,000 $100,000 $150,000 $200,000 $250,000 $275,000 $300,000 $300,000
550,000 $110,000 $165,000 $220,000 $275,000 $302,500 $330,000 $330,000
600,000 $120,000 $180,000 $240,000 $300,000 $330,000 $360,000 $360,000
650,000 $130,000 $195,000 $260,000 $325,000 $357,500 $390,000 $390,000
700,000 $140,000 $210,000 $280,000 $350,000 $385,000 $420,000 $420,000
750,000 $150,000 $225,000 $300,000 $375,000 $412,500 $450,000 $450,000
800,000 $160,000 $240,000 $320,000 $400,000 $440,000 $480,000 $480,000
</TABLE>
- - ---------------
(1) Benefits shall be paid under the Supplemental Plan to the extent not payable
under the Pension Plan.
As used in the above table, the term, "Remuneration" means covered
compensation (as defined below) averaged over a participant's highest five
consecutive calendar years out of the last ten calendar years of employment, or
if the participant has been employed fewer than 5 years, the average over the
total months of employment. Covered compensation essentially means wages or
salary, bonus, salary reductions elected under the Company's Savings Plan, and
any cash awards under the Company's 1988 Long-Term Incentive Compensation Plan
(which terminated in 1996), except that, for the purposes of determining
Remuneration under the Pension Plan, but not the Supplemental Plan, only covered
compensation not in excess of limitations imposed by the Internal Revenue Code
($160,000 for the Plan year which began October 1, 1998) may be taken into
account. The covered compensation of the Named Officers for fiscal 1998 was as
follows: Mr. Thompson -- $463,940; Mr. Chandler -- $223,076; Mr. O'Meara --
$268,618; Mr. Precious -- $221,463; and Mr. Carney -- $178,038.
The approximate present years of benefit service for the Named Officers
are as follows: Mr. Thompson -- 3 years; Mr. Chandler -- 6 years; Mr. O'Meara
- - -- 19 years; Mr. Precious -- 21 years; and Mr. Carney -- 14 years. For purposes
of calculating benefits, a participant may not be credited with more than 40
years of service under the Pension Plan or 35 years of service under the
retirement benefits portion of the Supplemental Plan.
14
<PAGE>
Retirement benefits shown in the above table have been computed on a
single-life annuity basis and are not subject to any deduction for Social
Security or other offset amount.
The Pension Plan generally covers employees (including executive officers
but excluding certain non-resident aliens) who are not covered by a collective
bargaining agreement. The Supplemental Plan, provides supplemental benefits
only to executive officers and other officers. The Supplemental Plan has an
elective salary deferral feature with a Company matching contribution of 25% of
an officer's elective deferral but not to exceed 6% of the officer's
compensation. The Company made matching contributions to this portion of the
Supplemental Plan for the Named Officers of $27,545 in fiscal 1998. In addition,
the Company makes basic contribitions equal to the amount that would have been
contributed under the Hunt Corporation Plan but for the $160,000 limit
previously discussed. In fiscal 1998, this amount totaled $4,038 for all the
Named Officers.
Employment and Severance Agreements and Arrangements
In connection with his hiring as Chairman, President and Chief Executive
Officer by the Company in 1996, Donald L. Thompson and the Company entered into
an employment agreement for an initial term ending May 31, 1998 and continuing
thereafter from year to year until Mr. Thompson reaches the age of 65 or until
earlier terminated by either party. The agreement provides for an initial
annual base salary of $450,000 (subject to periodic review and possible
increase by the Compensation Committee), plus an annual incentive bonus under
the Company's incentive compensation program of up to a maximum of 70% of base
salary. Pursuant to the agreement, Mr. Thompson was granted at the time his
employment commenced: (i) stock options under the Company's 1993 Stock Option
and Stock Grant Plan for 175,000 Common Shares, and (ii) 175,000 shares of
phantom stock/SARs. He also is entitled to receive additional annual option
grants of a value of up to 21/2% of his base salary under some circumstances.
The agreement further provided for reimbursement of Mr. Thompson, on an after
tax basis, for various moving and relocation expenses in connection with his
move from California to Pennsylvania and entitles him to participate in most of
the Company's benefit plans and programs for executives. (See the Summary
Compensation and Option/SAR Grants in Fiscal 1998 Tables above for further
information concerning Mr. Thompson's compensation and benefits.)
In the event of termination of his employment with the Company, Mr.
Thompson's entitlement to severance compensation and benefits varies depending
upon the circumstances and timing of such termination. If his employment were
terminated by reason of his death or disability, by the Company without cause,
or by him because of a material reduction in his authority or duties, he would
be entitled under the agreement to continuation of his base salary, bonus and
benefits for periods of from six months to two years following termination of
employment, and there would be acceleration of the vesting of certain of his
benefits, including his phantom stock. Should there be a change in control of
the Company (as defined in the agreement) and a termination of his employment
within two years thereafter, his entitlement to severance compensation and
benefits under the agreement would be essentially as provided in the change in
control agreements with other executive officers discussed in the following
paragraph, except that: (i) his severance allowance generally would be equal to
2.99 times his recent annual cash compensation; and (ii) his life and health
insurance plans and certain other benefits would continue for up to three
years.
15
<PAGE>
Since 1990 the Company has had change in control agreements with executive
officers, as well as with other officers and certain key employees. These
agreements currently extend through December 31, 1999. Under the agreements
with executive officers, in the event of a change in control (as defined in the
agreements) of the Company, the agreements would become effective and would
provide for the executive officers' continued employment by the Company,
generally for a period of two years following the change in control and
generally at not less than their recent compensation and benefit levels. If
within such two-year period an executive officer's employment is terminated by
the Company without cause or if such executive officer resigns in certain
specified circumstances, then the executive officer generally is entitled to
the payment of a severance allowance equal to approximately twice his or her
recent annual cash compensation level (including cash amounts earned under
incentive compensation plans) and to the continuation of life and health
insurance plans and certain other benefits for up to two years following such
termination of employment. Mr. Thompson does not have a separate change in
control agreement, but his employment agreement contains similar provisions, as
described in the preceding paragraph.
The Company also currently has a severance plan covering executive officers
and certain other officers. Under this plan, executive officers who are not
covered by employment agreements may be entitled, subject to certain conditions,
to continue to receive their base salaries, plus medical, life insurance and
certain other benefits, for varying periods up to 24 months following
termination of their employment with the Company other than by reason of
voluntary resignation, retirement, death, disability or cause. However, to the
extent termination benefits under the change in control agreements described
above are payable to an executive officer, such benefits reduce any salary
continuation benefits to which the executive officer would be entitled under
this severance plan.
Shareholder Return Performance Graph
The following graph provides an indicator of cumulative total shareholder
returns for the Company as compared with the Standard & Poor's Composite 500
Index ("the S&P 500"), the Russell 2000 Index ("the Russell 2000"), a New Peer
Group Index(1), and the Old Peer Group Index. As a result of the Company's
implementation of its strategic growth and restructuring plan adopted in fiscal
1997, the Company has created a New Peer Group that includes companies which,
the Company believes, better reflect its new strategic focus on consumer
products and graphic products. In addition, the Company plans to replace the S&P
500 with the Russell 2000 because, the Company believes, the Russell 2000 more
accurately reflects the shareholder returns of companies with similar market
capitalization. The performance of the Old Peer Group and S&P 500 are displayed
in the graph for comparative purposes as required by Securities and Exchange
Commission Rules but will not be provided in the future.
- - ---------------
(1) The New Peer Group is comprised of American Business Products, Inc.; A. T.
Cross Company; Dixon Ticonderoga Company; Paris Corporation; Fibermark,
Inc.; General Binding Corporation; Nashua Corporation; Pentech
International, Inc.; and Workflow Management, Inc. The Old Peer Group is
comprised of Acme United Corporation; American Business Products Inc.; Aspen
Imaging International Inc.; Avery Dennison Corporation; Bush Industries
Inc.; A. T. Cross Company; Dixon Ticonderoga Company; Duplex Products Inc.;
Ennis Business Forms Inc.; General Binding Corporation; Herman Miller Inc.;
HON Industries; Moore Corporation Limited; Nashua Corporation; Paris
Business Forms Inc.; S. L. Industries Inc.; Shelby Williams Industries Inc.;
Tab Products Co.; Virco Mfg. Corporation; and Zero Corporation. The New Peer
Group and Old Peer Group are composed of publicly-held companies of various
sizes. Although none of the companies in either Group is directly comparable
with the Company in terms of all businesses engaged in, there are
similarities in respect to certain products offered, specific lines of
business and/or channels of distribution. However, there are many companies
in the Old Peer Group that no longer offer a comparable range of products.
For purposes of the New Peer Group and Old Peer Group Indices, companies
have been weighted based upon their relative market capitalizations as of
the beginning of each period for which a return is indicated.
16
<PAGE>
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Hunt Corp. $100 $93 $99 $120 $150 $91
Russell 2000 $100 $97 $124 $142 $172 $161
S&P 500 $100 $100 $138 $177 $227 $288
"Old" Peer $100 $98 $124 $160 $206 $205
Group
"New" Peer $100 $104 $128 $127 $141 $140
Group
</TABLE>
The above graph assumes that the value of the investment in Hunt
Corporation, the S&P Composite--500 Index companies, the Russell 2000 Index
companies, the New Peer Group Index companies and the Old Peer Group Index
companies was $100 on November 28, 1993, and that all dividends were reinvested.
The performance as reported above provides no assurances that this performance
will continue in the future.
17
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, as well as persons beneficially owning more
than 10% of the Company's Common Shares and certain other holders of such shares
(collectively, "Covered Persons"), to file with the Securities and Exchange
Commission and the New York Stock Exchange, within specified time periods,
initial reports of ownership, and subsequent reports of changes in ownership, of
Common Shares and other equity securities of the Company.
Based solely upon the Company's review of copies of such reports furnished
to it and upon representations of Covered Persons that no other reports were
required, to the Company's knowledge all of the Section 16(a) filing
requirements applicable to Covered Persons were complied with on a timely basis
in fiscal 1998 except as follows: (1) Messrs. Carney, Precious and O'Meara,
executive officers of the Company, each inadvertently was late filing one Form 4
with respect to his exercise of stock options granted by the Company, and (2)
Messrs. Precious and Eugene A. Stiefel, executive officers of the Company, each
inadvertently was late filing a Form 4 with respect to one sale of stock of the
Company.
Solicitation of Proxies
The cost of soliciting the proxies will be paid by the Company. Directors,
officers and employees of the Company may solicit proxies in person, or by mail,
telephone or telegraph, but no such person will be specially compensated for
such services. The Company will request banks, brokers and other nominees to
forward proxy materials to beneficial owners of stock held of record by them and
will reimburse them for their reasonable out-of-pocket expenses in so doing.
Shareholder Proposals
In order to be eligible for inclusion in the Company's proxy materials for
the 2000 Annual Meeting, shareholders' proposals to take action at such meeting
must comply with applicable Securities and Exchange Commission rules and
regulations, must be directed to the Secretary of the Company at its offices set
forth on page 1 of this proxy statement, and must be received by the Company not
later than November 15, 1999.
Miscellaneous
A copy of the Company's fiscal 1998 Annual Report to Shareholders is also
enclosed but is not to be regarded as proxy solicitation material.
18
<PAGE>
The Company, upon request, will furnish to record and beneficial holders of
its Common Shares, free of charge, a copy of its Annual Report on Form 10-K
(including financial statements and schedules but without exhibits) for fiscal
1998. Copies of exhibits to the Form 10-K also will be furnished upon request
and the payment of a reasonable fee. All requests should be directed to the
Secretary of the Company at the offices of the Company set forth on page 1 of
this proxy statement.
By order of the Board of Directors,
WILLIAM E. CHANDLER, Secretary
March 1, 1999
19
<PAGE>
HUNT CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS -- APRIL 21, 1999
- - --------------------------------------------------------------------------------
The undersigned hereby appoint(s) Donald L. Thompson and William E. Chandler,
or any of them, with full power of substitution, proxies to vote, as designated
on the reverse side of this proxy card, all the Common Shares of Hunt
Corporation held of record by the undersigned on February 19, 1999, at the
Annual Meeting of Shareholders to be held on April 21, 1999, and at any
adjournments thereof.
(Continued, and to be dated and signed, on other side)
Please sign, date and mail your
proxy card back as soon as possible!
Annual Meeting of Shareholders
HUNT CORPORATION
April 21, 1999
| Please Detach and Mail in the Envelope Provided |
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Please mark your
A [X] votes as in this
example.
AUTHORITY GRANTED
to vote for all nominees
(except as marked to the AUTHORITY
contrary below) WITHHELD
------- ------- Nominees:
(1) ELECTION | | | | Donald D. Batcher
OF | | | | Robert H. Rock, D.B.A.
DIRECTORS | | | | Malcoln J. Thompson, Ph.D.
------- ------- Victoria B. Valtely
If you wish to withhold authority to vote for one or
more but less than all of the nominees named at
right, or to cumulate your votes for any such
nominee(s), so indicate on the line provided below.
- - ---------------------------------------------------
FOR AGAINST ABSTAIN
(2) Ratification of the appointment of ------- ------- -------
PricewaterhouseCoopers LLP as the | | | | | |
independent accounts of the Company for | | | | | |
fiscal 1999; | | | | | |
------- ------- -------
(3) and, to the extent permitted by the Rules of the Securities and Exchange
Commission, upon such other matters as may properly come before the
meeting and any adjournments thereof.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned. If no contrary direction is made, this proxy will be
voted FOR the nominees listed in Item 1 at left (in equal amounts or
cumulatively, as the proxies may determine) or, if any such nominee(s) should be
unable to serve, for such other person(s) as may be recommended by the Board of
Directors; FOR the proposal set forth in Item 2 and in accordance with the
proxies' best judgment upon other matters properly coming before the meeting and
any adjournments thereof.
SIGNATURE_________________________ DATED____________ 1999 SIGNATURE_____________________________DATED ____________________ 1999
(SIGNATURE IF HELD JOINTLY)
NOTE: Please date and sign exactly as your name appears herein. In case of joint holders, each should sign. If the signer is a
corporation or partnership, sign in full the corporate or partnership name by an authorized officer or partner. When
signing as attorney, executor, trustee, officer, partner, etc. give full title.
</TABLE>
