<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
ITEL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
ITEL CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(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 transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
/ / 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:
- --------------------------------------------------------------------------------
- -------------------------
1Set forth the amount on which the filing fee is calculated and state how it was
determined.
<PAGE> 2
[LOGO]
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 5, 1994
To the Stockholders of Itel Corporation:
The Annual Meeting of Stockholders of Itel Corporation will be held at 20
N. Wacker Drive, 39th Floor, Chicago, Illinois on Thursday, May 5, 1994 at 10:00
a.m., for the purpose of:
(1) electing 10 Directors; and
(2) transacting such other business as may properly be brought before the
meeting or any adjournment(s) thereof.
The Board of Directors has fixed the close of business on March 18, 1994 as
the record date for the determination of stockholders entitled to notice of, and
to vote at, the meeting or any adjournment(s) thereof. A complete list of the
stockholders entitled to vote at the meeting will be open for examination by any
stockholder for any purpose germane to the meeting during ordinary business
hours for ten days prior to the meeting at the offices of Itel Corporation, Two
North Riverside Plaza, Suite 1900, Chicago, Illinois 60606, and will also be
available at the meeting.
A copy of Itel Corporation's Annual Report to Stockholders for the fiscal
year ended December 31, 1993 is being mailed to all registered holders.
Additional copies of the Annual Report may be obtained without charge by writing
to the Secretary of Itel Corporation, Two North Riverside Plaza, Suite 1900,
Chicago, Illinois 60606.
BY ORDER OF THE BOARD OF DIRECTORS
[Sig.]
James E. Knox, Secretary
Chicago, Illinois
April 1, 1994
ALL STOCKHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU
EXPECT TO ATTEND, PLEASE DATE, SIGN AND COMPLETE THE ENCLOSED PROXY AND MAIL IT
PROMPTLY IN THE POSTAGE PREPAID ENVELOPE PROVIDED.
<PAGE> 3
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
OF ITEL CORPORATION
TO BE HELD MAY 5, 1994
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Itel Corporation, a Delaware corporation
("Itel" or the "Company," which as used herein shall mean together with or
without its subsidiaries, as the context may require). Itel's corporate
headquarters are located at Two North Riverside Plaza, Suite 1900, Chicago,
Illinois 60606 (telephone 312-902-1515). The Proxy Statement and form of proxy
were first mailed to stockholders on or about April 1, 1994. Proxies solicited
by the Board of Directors of Itel are to be voted at the Annual Meeting of
Stockholders of Itel to be held on Tuesday, May 5, 1994, at 10:00 a.m., at 20 N.
Wacker Drive, 39th Floor, Chicago, Illinois, or any adjournment(s) thereof.
This solicitation is being made by mail, although directors, officers and
regular employees of Itel may solicit proxies from stockholders personally or by
telephone, telegram or letter. The costs of this solicitation will be borne by
Itel. Itel may request brokerage houses, nominees or fiduciaries and other
custodians to solicit their principals or customers for their proxies, and may
reimburse them for their reasonable expenses in so doing. In addition, Itel has
retained Morrow & Co. to assist in the solicitation for a fee of $2,500 plus
expenses.
VOTING
Shares of Common Stock, $1.00 par value, of Itel ("Common Stock")
represented by proxies in the accompanying form which are properly executed and
returned to Itel (and which are not effectively revoked) will be voted at the
meeting in accordance with the stockholders' instructions contained therein. In
the absence of contrary instructions, shares represented by such proxies will be
voted IN FAVOR OF the election as directors of the nominees listed herein, and
in the discretion of the appointed proxies upon such other business as may
properly be brought before the meeting.
Each stockholder has the power to revoke his or her proxy at any time
before it is voted by (i) delivering to Itel prior to or at the meeting written
notice of revocation or a later dated proxy or (ii) attending the meeting and
voting his or her shares in person.
The Board of Directors has fixed the close of business on March 18, 1994 as
the record date for the determination of stockholders entitled to notice of, and
to vote at, the meeting or any adjournment(s) thereof.
As of March 18, 1994, 33,257,317 shares of Common Stock were outstanding.
Each holder is entitled to one vote per share.
A majority of the outstanding shares of Common Stock will constitute a
quorum for purposes of the meeting. If a quorum is present, in person or by
proxy, the affirmative vote of the majority of the shares represented at the
meeting will be required for the election of Directors. As a result, shares
represented at the meeting and entitled to vote for Directors, but which abstain
from voting or withhold votes for Directors, will in effect be counted against
the election.
ELECTION OF DIRECTORS
In the absence of contrary instructions, the proxies received will be voted
for the election as directors of the nominees listed below, all of whom
presently serve on the Board of Directors, to hold office until the next annual
meeting of stockholders or until their successors are elected and qualified.
Although the Board of Directors does not contemplate that any nominee will
decline or be unable to serve as a director, in either such
<PAGE> 4
event the proxies will be voted for another person selected by the Board of
Directors, unless the Board acts to reduce the size of the Board of Directors in
accordance with the provisions of Itel's by-laws. The current number of
directors has been set by the Board at 10.
The following table sets forth the name and age as of March 18, 1994 of
each director of the Company, the year such person was first elected as a
director, his position with the Company, his or her principal occupation(s)
during the last five years and any other directorships held by such person in
companies which have a class of securities registered pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject
to the requirements of Section 15(d) of the Exchange Act or directorships of
issuers registered as investment companies under the Investment Company Act of
1940. The term of office of each director will extend until the holding of the
next annual meeting of stockholders or until his or her successor is elected and
qualified.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT; MATERIAL POSITIONS HELD
NAME AND AGE DURING PAST FIVE YEARS
--------------------------------------------------------------------
<S> <C>
Bernard F. Brennan, Director of Itel since 1988; Chairman and Chief Executive Officer
55................... since 1988 and President and Chief Executive Officer from 1985 to
1988 of Montgomery Ward & Co., a retailer; Director of ANTEC
Corporation.
Rod F. Dammeyer, 53.... Director and President since 1985, and Chief Executive Officer since
1993 of Itel; President and Chief Executive Officer since 1994 and
director since 1992 of Great American Management & Investment,
Inc., a diversified manufacturing company; Director of Lomas
Financial Corporation, ANTEC Corporation, The Vigoro Corporation,
Q-Tel, S.A., Servicios Financieros Quadrum, S.A., Capsure Holdings
Corp., Jacor Communications, Inc., Revco D.S., Inc., and Santa Fe
Energy Resources, Inc.; and Trustee of Van Kampen Merritt's
closed-end mutual funds. Also see note below.
F. Philip Handy, 49.... Director of Itel since 1986; President of Winter Park Capital
Company, a private investment firm, since 1980; Director of Great
American Management and Investment, Inc., Q-Tel, S.A., Servicios
Financieros Quadrum, S.A., and Bibb, Inc.; Executive officer and
Director, prior to February 16, 1990, of Tobago Bay Trading
Company and, prior to January 3, 1990, of Munford Inc., both of
which filed petitions under the Federal bankruptcy laws in 1990.
Harold Haynes, 71...... Director of Itel since 1981; retired since 1990; Executive Vice
President and Chief Financial Officer of The Boeing Company, an
aerospace firm, from 1975 to 1990; Director of SAFECO Corporation.
Jerome Jacobson, 72.... Director of Itel since 1985; Financial advisor and consultant since
1984; Individual General Partner of the investment partnership ML
Venture Partners II, L.P. since 1987; Director of Datawatch
Corporation and Easel Corporation.
Melvyn N. Klein, 52.... Director of Itel since 1985; Owner and President of JAKK Holding
Corporation, which is a General Partner of the investment
partnership GKH Partners, L.P., since 1987; Attorney and
counselor-at-law since 1968; Director of American Medical
Holdings, Inc., Santa Fe Energy Resources, Inc., Savoy Pictures
Entertainment, Inc. and Bayou Steel Corporation. Also see note
below.
John R. Petty, 63...... Director of Itel since 1988; Chairman of Czech and Slovak American
Enterprise Fund, a not-for-profit private organization established
and funded by the U.S. Government, since 1991; Chairman of Nippon
Credit Trust Company, a bank, since 1990; Private investor since
1988; Chairman and Chief Executive Officer of Marine Midland
Banks, Inc. from 1983 to 1988; Director of ANTEC Corporation.
John A. Pigott, 62..... Director of Itel since 1987; Consultant since 1994, Vice Chairman
from 1992 to 1994 and President and Chief Executive Officer from
1987 to 1992 of Anixter Inc., a subsidiary of Itel engaged in the
distribution of wiring systems products.
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT; MATERIAL POSITIONS HELD
NAME AND AGE DURING PAST FIVE YEARS
--------------------------------------------------------------------
<S> <C>
Sheli Z. Rosenberg, Director since 1990; President of the law firm Rosenberg &
52................... Liebentritt, P.C. and executive officer and director of Equity Group
Investments, Inc. and its subsidiary Equity Financial and
Management Company, both real estate investment firms, and Great
American Management and Investment, Inc., a diversified
manufacturing company, for more than the past five years; Director
of Capsure Holdings Corp., The Vigoro Corporation, The Delta Queen
Steamboat Co., Revco D.S., Inc. and CFI Industries, Inc.; Trustee
of Equity Residential Properties Trust; Executive officer and
director until October 4, 1991 of Madison Management Group, Inc.
which filed a petition under the Federal bankruptcy laws in
November 1991. Also see note below.
Samuel Zell, 52........ Director since 1984, Chairman of the Board of Directors since 1985,
and Chief Executive Officer from 1985 to 1993 of Itel; Chairman of
the Board for more than the past five years and President from
1990 to 1994 of Great American Management and Investment Inc., a
diversified manufacturing company, Equity Group Investments, Inc.
and its subsidiary Equity Financial and Management Company, both
real estate investment firms; Chairman of the Board and Chief
Executive Officer of Capsure Holdings Corp. since 1987; Director
of Jacor Communications, Inc., Manufactured Home Communities,
Inc., Carter Hawley Hale Stores, Inc., Revco D.S., Inc., Sealey
Corporation. The Vigoro Corporation, and The Delta Queen Steamboat
Co.; Chairman of The Trustees of Equity Residential Properties
Trust; Executive officer and director until October 4, 1991 of
Madison Management Group, Inc. which filed a petition under the
Federal bankruptcy laws in November 1991. Also see note below.
</TABLE>
- ---------------
NOTE: Itel owns 8,064,005 shares of common stock of Santa Fe Energy
Resources, Inc. ("SFR"). According to a Schedule 13D filed by HC Associates, a
Delaware general partnership ("HC"), on January 8, 1993 ("HC 13D"), HC owns
10,211,078 shares of common stock of SFR. The HC 13D states (a) the Zell,
Chilmark Fund, L.P., ("Zell/Chilmark") has a 49.044606% partnership interest in
HC, (b) the sole general partner of Zell/Chilmark is ZC Limited Partnership, an
Illinois limited partnership ("ZC Limited"), (c) the sole general partner of ZC
Limited is ZC Partnership, a Delaware general partnership ("ZC"), (d) ZC's
partners include ZC, Inc., an Illinois corporation("ZCI"), and (e) the Samuel
Zell Revocable Trust under trust agreement dated 1/17/90 is the sole shareholder
of ZCI. Samuel Zell is the sole trustee and beneficiary of the Samuel Zell
Revocable Trust. Rod Dammeyer, Sheli Rosenberg, Gary Hill, Senior Vice
President-- Finance of Itel and James Knox, Senior Vice President, General
Counsel and Secretary of Itel are general partners of COP Seniors General
Partnership, an Illinois general partnership, which is a general partner of COP
General Partnership, an Illinois general partnership, which is a limited partner
of ZC Limited. The HC 13D further states (a) GKH Investments, L.P. has a
47.257861% partnership interest in HC and GKH Partners, L.P., as nominee for GKH
Private Limited, has a 1.786745% partnership interest in HC, (b) the sole
general partner of GKH Investments, L.P., a Delaware limited partnership, is GKH
Partners, L.P., a Delaware limited partnership, ("GKH"), (c) the general
partners of GKH include JAKK Holding Corp., a Nevada corporation ("JAKK"), and
HGM Associates Limited Partnership, an Illinois limited partnership ("HGMLP"),
(d) the sole director, stockholder and principal officer of JAKK is Melvyn N.
Klein, (e) the sole general partner of HGMLP is HGM Corporation, a Nevada
corporation ("HGM"), and (f) all the stock of HGM is owned by a trust, the
beneficiaries of which are lineal descendants of Nicholas J. Pritzker (deceased)
and certain of their current and former spouses. Also see "Security Ownership of
Principal Stockholders."
3
<PAGE> 6
BOARD AND COMMITTEE MEETINGS
The Audit Committee, currently consisting of Messrs. Haynes (Chairman),
Jacobson and Petty, provides general review of the Company's accounting and
auditing procedures, meets with the Company's independent auditors to review
their recommendations and reviews related party transactions. The Audit
Committee held four meetings in 1993.
The Compensation Committee, currently consisting of Messrs. Brennan
(Chairman) and Handy and Mrs. Rosenberg, exercises all powers of the Board of
Directors in connection with compensation matters, including incentive
compensation, benefit plans and stock grants. The Compensation Committee held
three meetings in 1992.
The Executive Committee, currently consisting of Messrs. Klein, Petty and
Zell (Chairman), exercises the full powers of the Board of Directors to the
extent permitted by law in the intervals between Board meetings. The Executive
Committee held one meeting in 1993.
The Board of Directors held five meetings in 1993. Each of the directors,
other than Mr. Zell, attended 75 percent or more of the total of all meetings
held by the Board and the committees on which the director served.
The Company does not have a committee to nominate candidates for election
to the Board of Directors.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION AWARDS
---------------------------
--------
ANNUAL COMPENSATION RESTRICTED SECURITIES
- ----------------------------------------------------------------- STOCK UNDERLYING ALL OTHER
NAME & SALARY BONUS AWARDS OPTIONS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($) (#) ($)
- ------------------------------------ ----- -------- -------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Rod Dammeyer........................ 1993 685,750(1) 675,000 99,324(6)
President & Chief 1992 655,000 491,250 200,000 97,911
Executive Officer 1991 630,000 470,000 300,000(5)
Samuel Zell......................... 1993 350,000 262,500 53,042(6)
Chairman 1992 655,000 491,250 100,000 53,020
1991 630,000 470,000 350,000(5)
Gary Hill........................... 1993 248,000 185,000 30,024(6)
Sr. V.P.-Finance 1992 240,000 150,000 120,000(4) 50,000 30,548
1991 230,000 170,000 74,000(5)
James Knox.......................... 1993 309,000 78,924(6)
Sr. V.P. Gen. 1992 325,000 200,000 225,000(4) 50,000 58,608
Counsel & Sec. 1991 315,000 285,000 135,000(5)
William Wolfe(2).................... 1993 182,125(2) 8,225 3,540(6)
V.P.-Taxes 1992 141,000 65,000 75,000(4) 81,425
1991 130,000 68,000 10,000
John McNicholas..................... 1993 132,000 50,000 13,856(6)
V.P.-Controller 1992 124,000 46,500 215,500(3)(4) 13,055
1991 114,000 34,000
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
- ---------------
1. Salary shown for 1993 includes $10,750 paid by ANTEC Corporation, which is
53% owned by the Company, for services as a director of ANTEC.
2. Mr. Wolfe's employment terminated on February 28, 1993. Salary shown for 1993
includes $158,625 in severance payments made to Mr. Wolfe for the remainder
of 1993.
3. Includes $148,000 for value of 8,000 shares of Common Stock on date of grant,
September 1, 1992, which shares vest in their entirety on December 31, 1994
and had a value of $224,000 on December 31, 1993. Subject to forfeiture for
nonvesting, Mr. McNicholas would be entitled to any dividend declared on the
Company's stock.
4
<PAGE> 7
4. Except as indicated in Note 3 above, this amount is not for stock of the
Company or any subsidiary. It represents stock in a corporation ("RSC") owned
entirely by certain employees or former employees to which the Company made a
net contribution of approximately $1.5 million in connection with a 1992
railcar leasing and financing transaction. The stock of RSC will not vest
until the end of the 12 year transaction. While unvested the stock cannot be
transferred, is subject to forfeiture for failure to provide specified
services, and cannot be the subject of any distributions. Messrs. Knox, Hill,
McNicholas and Wolfe received shares representing 15%, 8%, 4.5%, and 5%,
respectively, of RSC. These percentages have been applied to the net
contribution made by the Company and its subsidiary to determine the amounts
of $225,000, $120,000, $67,500 and $75,000 included in the above table for
Messrs. Knox, Hill, McNicholas and Wolfe, respectively. It is estimated by
the Company that at December 31, 1993, the RSC stock of Messrs. Knox, Hill,
McNicholas and Wolfe had a value of approximately $384,000, $205,000,
$115,000, and $128,000, respectively.
5. The 1991 option grants include special options with escalating exercise
prices for 200,000, 150,000, 75,000 and 30,000 shares purchased by Messrs.
Zell, Dammeyer, Knox and Hill for $200,000, $150,000, $75,000 and $30,000,
respectively.
6. Includes contributions to Employees Capital Accumulation Plan and unfunded
accruals covering contributions which were not made because of limitations
imposed by Internal Revenue Code of $46,650, $20,360, $15,920, $7,140 and
$3,540 on behalf of Messrs. Dammeyer, Knox, Hill, McNicholas and Wolfe,
respectively. Includes premiums (less amounts reimbursed by insured) paid by
the Company on split-dollar life insurance policies which will be awarded to
the insured upon their retirement or earlier in certain circumstances of
$53,042, $52,674, $27,400, $14,104 and $6,716 on behalf of Messrs. Zell,
Dammeyer, Knox, Hill and McNicholas, respectively. Includes $31,164 for the
portion of the interest contingently accrued during 1993 on contingent
severance compensation provided for Mr. Knox due to the use of an annual rate
of interest above 6.96%, but does not include any payments to which Messrs.
Knox, Hill, McNicholas and Wolfe may be entitled under the severance
arrangements described under heading "Employment Contracts and Termination of
Employment and Change-in-Control Arrangements."
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR,
AND FISCAL YEAR-END OPTION VALUE
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FY-END(#) FY-END($)
SHARES VALUE
ACQUIRED ON REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) ($) UNEXERCISABLE UNEXERCISABLE
- --------------------------- ------------ ---------- ----------------- --------------------
<S> <C> <C> <C> <C>
Rod Dammeyer............... 533,400 4,345,306 43,267/233,333 162,251/2,938,080
Samuel Zell................ 0 0 526,667/183,333 5,659,167/2,537,583
Gary Hill.................. 107,700 1,032,720 699/58,001 7,092/735,046
James Knox................. 52,000 835,925 153,567/78,333 1,447,067/1,055,083
John McNicholas............ 18,333 104,475 0/3,334 0/58,762
William Wolfe.............. 11,667 109,797 0/0 0/0
</TABLE>
5
<PAGE> 8
PENSION PLAN TABLE
<TABLE>
<CAPTION>
ESTIMATED ANNUAL BENEFITS
REMUNERATION YEARS OF SERVICE
ON WHICH ---------------------------------------------------------------------------------------
BENEFITS ARE
BASED 5 10 15 20 25 30 35
- ------------ --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 400,000 $ 66,667 $133,333 $200,000 $200,000 $200,000 $200,000 $200,000
600,000 100,000 200,000 300,000 300,000 300,000 300,000 300,000
800,000 133,333 266,667 400,000 400,000 400,000 400,000 400,000
1,000,000 166,667 333,333 500,000 500,000 500,000 500,000 500,000
1,200,000 200,000 400,000 600,000 600,000 600,000 600,000 600,000
1,400,000 233,333 466,667 700,000 700,000 700,000 700,000 700,000
</TABLE>
Above amounts are annual straight-line annuity amounts (which are not
reduced for Social Security benefits) payable upon retirement at age 65 under
the Company's funded defined benefit pension plan and an unfunded supplementary
defined benefit pension plan for Messrs. Zell, Dammeyer, Knox and Hill. Mr. Zell
has nine years, Messrs. Dammeyer and Hill have eight years and Mr. Knox has
seven years of service. It has been agreed that Mr. Hill's period of service
will be increased by two years if his position is eliminated. It has also been
agreed that Mr. Knox's period of service will be similarly increased in such
event or in the event of his retirement after age 60 or in certain other limited
circumstances and that his service after October 1992 will accrue at 50% of the
normal rate. Contingent severance compensation payable to Mr. Knox upon his
retirement after age 60, or earlier in certain circumstances, is not included in
the above amounts. See "Employment Contracts and Termination of Employment and
Change-in-Control Arrangements." Remuneration for purposes of the above table is
based on one-third of highest salary and bonus paid during any 36 consecutive
month period within 5 years of termination of service, except in Mr. Knox's case
it has been agreed that such compensation for any period after October 1992
shall be deemed to be at $600,000 per year. The determination of remuneration is
based upon payment, not accrual, and therefore the covered compensation for 1993
will be the salary shown in the summary compensation table for 1993 and the
bonus shown in that table for 1992.
Messrs. McNicholas and Wolfe are covered by funded and unfunded defined
benefit plans which together provide an annual straight life annuity benefit
(not reduced for social security) payable at age 65 equal to one percent of
salary and regular annual bonus during each year of service after July 31, 1984
plus one percent of such remuneration in excess of maximum social security
taxable wage base for each year prior to 1989 and three-fourths of one percent
(which is reduced for retirement prior to applicable social security normal
retirement age) of such remuneration in excess of the employee's average maximum
social security wage base for each such year after 1988. The estimated annual
straight life annuity benefit payable under these plans at age 65 to Mr. Wolfe
is $15,350, and to Mr. McNicholas is $66,641, assuming his continued employment
with the Company until age 65 at current compensation and no change in the
maximum social security wage base.
COMPENSATION OF DIRECTORS
The Company pays its non-employee directors annual retainers of $18,000
plus fees of $1,750 for each board meeting attended, $1,000 for each committee
meeting attended and a $5,000 annual retainer for committee chairpersons. These
directors are also reimbursed for any expenses they incur in attending meetings.
Each non-employee director is granted each August 1 an option to purchase 5,000
shares of Common Stock for the average closing price for the ten trading days
preceding the date of grant. Directors who are also employees of Itel do not
receive annual retainers, meeting fees or option grants under this plan. Prior
to the implementation of this plan in 1991, directors were granted warrants
similar to the options granted under the plan. The Company at its discretion has
purchased from time to time, and may in the future purchase, for its market
value, Common Stock obtained pursuant to these warrants.
Messrs. Brennan, Dammeyer and Petty also serve as directors of ANTEC
Corporation, which is 53% owned by the Company. They like the other non-employee
directors of ANTEC are paid annual retainers of
6
<PAGE> 9
$18,000 plus fees of $1,000 for each board meeting attended, $750 for each
committee meeting attended and a $2,500 annual retainer for committee
chairpersons. Pursuant to the ANTEC Director Stock Option Plan, they each will
be granted each January 1, commencing January 1, 1994, an option to purchase
2,500 shares of ANTEC Common Stock for the average closing price for the ten
trading days preceding the date of grant.
Mr. Pigott's compensation in 1993 as an employee of a subsidiary of the
Company was approximately $345,000. As an employee, Mr. Pigott participated in
the stock option and other benefit plans of that subsidiary. Upon his
retirement, at the end of 1993, Mr. Pigott was entitled to a pension of
approximately $220,000 a year. The subsidiary has retained Mr. Pigott as a
consultant for the period 1994-96 at the rate of $100,000 a year.
EMPLOYMENT CONTRACTS AND TERMINATION OF
EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS
The Company and Mr. Dammeyer have an agreement providing for the
continuation of Mr. Dammeyer's employment through December 31, 1994 and a second
agreement providing for the continuation of his employment through 2000 subject
to earlier termination by either party on two years' notice. Both agreements
provide for an annual salary of $625,000, annual incentive awards of 50% to
112.5% of salary, with a target of 75% of salary, and normal stock options
grants. If Mr. Dammeyer's employment should be terminated by the Company prior
to the expiration of the second agreement or should thereafter terminate for any
reason, he would be vested in his pension and life insurance benefits, and his
stock options would be vested and exercisable for the periods of their full
terms or two years, whichever is earlier. Mr. Dammeyer is currently permitted to
engage in other business activities which do not interfere with the performance
of his duties for the Company.
The Company and Mr. Knox have an agreement that if his employment is
terminated by the Company he will be paid compensation equal to two years at the
rate of his target compensation at the time of the agreement ($495,000 per year)
plus an amount equivalent to interest on that sum at a rate equal to the
Company's average cost of borrowed funds, will be provided medical and life
insurance benefits for this period, and will be vested in his pension and life
insurance benefits, and his stock options, and will be provided an extended
period for the exercise of those options. A reduction in Mr. Knox's salary in
certain circumstances or his retirement after age 60 will trigger these benefits
as well. The agreement recognizes that Mr. Knox is permitted to engage in other
business activities which do not interfere with the performance of his duties
for the Company.
Mr. Hill is covered by a retention plan which provides that if his position
should be eliminated, his pension and life insurance benefits will be vested,
his stock options will be vested and the period for their exercise will be
extended, and he will be provided medical and life insurance benefits and
severance payments equal to 150% of his then salary for a period of two years.
Mr. Wolfe was and Mr. McNicholas and other unnamed executive officers are
covered by a similar plan which provides for severance payments of salary and
targeted bonus for a period of one month for each $10,000 of base salary and 1/4
of one month for each year of service.
A change-in-control of the Company as defined in the Company's unfunded
supplementary defined benefit pension plan (generally the acquisition of more
than 20% of the voting power of the Company's securities by a person not
currently having such power) would vest the remainder of pensions provided by
that plan for Messrs. Zell, Dammeyer, Knox and Hill. See "Pension Plan Table."
COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION
For 1993 the members of the Compensation Committee of the Board of
Directors were Bernard Brennan, Chairman of the Committee, Sheli Rosenberg and
F. Philip Handy.
7
<PAGE> 10
Information about transactions between the Company and affiliates or
associates of Mrs. Rosenberg is set forth below.
In 1993, the following relationships existed: Rod Dammeyer, President of
Itel, was a member of the Compensation Committee of the Board of Directors of
Capsure Holdings Corp., Samuel Zell, Chairman of Itel, was a director of that
company, and Sheli Rosenberg was an executive officer of that company; Mr.
Dammeyer was a member of the Compensation Committee of the Board of Directors of
Eagle Industries, Inc., and Mr. Zell was a director and executive officer of
that company; Mr. Zell and Mrs. Rosenberg were members of the Compensation
Committee of the Board of Directors of Great American Management and Investment,
Inc., Mr. Dammeyer was a director of that company, and Mr. Zell and Mrs.
Rosenberg were executive officers of that company; Mr. Zell was a member of the
Compensation Committee of the Board of Directors of The Delta Queen Steamboat
Co., and Mrs. Rosenberg was a director and executive officer of that company;
and Mr. Zell and Mrs. Rosenberg also served as members of the board of directors
of numerous non-public companies owned in whole or in part by Mr. Zell or his
affiliates which did not have compensation committees, and in many cases the
executive officers of those companies included Mrs. Rosenberg and/or Mr. Zell.
Itel and certain of its subsidiaries rent office space under leases
expiring as late as 1998 and from time to time in the past have utilized and in
the future will utilize an airplane or legal services provided at market rates
by affiliates or associates of Mr. Zell and Mrs. Rosenberg. Amounts incurred for
these matters in 1993 were $3,293,000 for office rent and improvements, $156,000
for use of an airplane and approximately $138,000 for legal services from
Rosenberg & Liebentritt, P.C. The Company and affiliates or associates of Mr.
Zell and Mrs. Rosenberg share the services of a corporate relations expert, and
the costs of this expert and his staff is allocated among the Company and the
other users of his services based on usage. In 1993, $121,000 of these costs
were allocated to the Company.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
FILINGS UNDER THE SECURITIES ACT OF 1933, OR THE EXCHANGE ACT THAT MIGHT
INCORPORATE FUTURE FILINGS, INCLUDING THIS PROXY STATEMENT, IN WHOLE OR IN PART,
THE REPORT PRESENTED BELOW AND THE PERFORMANCE GRAPH FOLLOWING SHALL NOT BE
INCORPORATED BY REFERENCE INTO ANY SUCH FILINGS.
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The compensation policy of the Company for its executive officers
(including those named in the Summary Compensation Table) has been to pay base
salaries and annual bonuses within the median of the range paid by others for
comparable positions and to provide long-term incentive opportunities within the
high end of the range provided by others for comparable positions. While the
Committee has from time to time reviewed the compensation practices of public
companies (of all sizes and industries without limitation to the companies
included in the published industry index used in the "Performance Graph"), the
determination that current compensation of executive officers is consistent with
this policy is subjective.
The 1993 salary and bonus opportunity for the Chief Executive Officer were
set by his employment agreement entered into in January 1992. His agreed salary
was $675,000. His agreed bonus opportunity was 50% to 150% of base salary, with
a target of 75%. This opportunity was split evenly by the Committee at the
beginning of 1993 between the achievement of financial objectives and the
achievement of qualitative goals.
The portion of the Chief Executive Officer's bonus opportunity based on
financial objectives was determined 40% by the results of Itel's largest
operating company, Anixter Inc., 50% by the monetization of specified assets and
10% by the achievement of specified debt reductions. The component based on
Anixter's results provided for achievement of target upon reaching budgeted
operating earnings, pretax earnings and return on capital. These subcomponents
were weighted equally. The component based on monetization of
8
<PAGE> 11
assets provided for achievement of target upon achieving specified sums for
specified assets, with no weighting specified. The component based on debt
reductions provided for achievement of target upon retiring the Company's 11%
Notes.
The remaining fifty percent of the Chief Executive Officer's bonus
opportunity for 1993 was based on the achievement of specified objectives, with
no weighting or quantified measure of success. These objectives related to
enhancing the value of the Company's investments, improving financing sources,
reducing costs, expanding and strengthening Anixter's operations, establishing
ANTEC as an independent entity and developing its products and relationships.
The Chief Executive Officer was awarded an incentive award of $675,000 for
1993. This represents 133% of his target bonus of 75% of his base salary. Half
of this award was attributable to exceeding each financial objective and the
other half of this award was attributable to the subjective determination of the
Committee, without weighting or separate consideration of individual items, that
the overall achievement of the Chief Executive Officer's qualitative goals
exceeded target.
The target annual incentive awards for 1993 for the other executive
officers (other than Mr. Knox who does not participate in the incentive awards)
were set at the beginning of the year at percentages of salary, ranging from 75%
for the highest level officer to 25% for the lowest level, in the same manner as
the other components of compensation were determined as described above. A
percentage of this award, ranging from 50% at the highest level to 30% at the
lowest level, was dependent on achievement of the 1993 financial objectives
described above. Because each of these financial objectives was exceeded, the
1993 incentive awards exceeded or met target in the case of each officer. The
amount of each award based on the achievement of these financial objectives,
ranged from 50% to 27%. Mr. Wolfe's incentive award was set at target because of
his mid-year departure.
No long-term incentive awards were made in 1993 to any of the officers
named in the "Summary Compensation Table" or to any other executive officer who
received an award in 1992. (The only 1993 award was an option for 2,500 shares.)
Option grants at twice the usual annual level were made in September 1992 to the
Chief Executive Officer and other senior executive officers. The multiple year
grants were made because of the intention of the Committee not to consider the
optionees for further grants until 1994. At the time of such grants, the targets
for annual grants (without consideration of previous grants) were determined for
each officer by taking a percentage of salary and dividing that amount by the
value per share on the date of grant. The percentages for the Chief Executive
Officer and the other executive officers were set by the Committee in the same
manner as other components of compensation were determined as described above.
In lieu of stock options, the remaining executive officers were given shares of
restricted stock believed by the Committee to have a value equal to
approximately the value of the options they would otherwise be granted over a
three year period. These grants were made to provide more incentive than options
would provide for these officers to stay with the Company through the changes it
was completing.
The components of executive officer compensation related to the performance
of the Company are the levels of the annual bonus awards as described above and
the ultimate value of long-term incentive awards as determined by the stock
market.
The limitations imposed by the Omnibus Budget Reconciliation Act of 1993 on
the deductibility of executive compensation under Section 162(m) of the Internal
Revenue Code are not expected to be applicable to any of the compensation earned
in 1994. It is the policy of the Company to structure its compensation in a
manner which will avoid such limitations on deductibility to the extent it can
reasonably do so consistent with its goal of retaining and motivating its
executives in a cost effective manner.
Bernard F. Brennan, Chairman
Sheli Z. Rosenberg
F. Philip Handy
9
<PAGE> 12
PERFORMANCE GRAPHS
Below is a graph comparing total shareholder return on the Company's Common
Stock over the last five years with a broad equity market index and a published
industry index as required by the rules of the Securities and Exchange
Commission. A similar graph has been provided for the years since 1984 to
reflect the time current management has been in place. No adjustments have been
made to this information to reflect the restructuring and repositioning the
Company has experienced during this period and is going through at this time.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
<TABLE>
<CAPTION>
MEASUREMENT PERIOD S&P MISCEL-
(FISCAL YEAR COVERED) ITEL CORP S & P 500 LANEOUS
<S> <C> <C> <C>
1988 100.00 100.00 100.00
1989 119.73 131.69 138.36
1990 52.38 127.60 135.24
1991 102.72 166.47 170.61
1992 124.49 179.15 190.75
1993 152.38 197.21 219.53
</TABLE>
COMPARISON OF NINE YEAR CUMULATIVE TOTAL RETURN*
<TABLE>
<CAPTION>
MEASUREMENT PERIOD S&P MIS-
(FISCAL YEAR COVERED) ITEL CORP S&P 500 CELLANEOUS
<S> <C> <C> <C>
1984 100.00 100.00 100.00
1985 165.71 131.73 126.67
1986 254.76 156.32 150.72
1987 335.71 164.52 152.27
1988 350.00 191.85 164.84
1989 419.05 252.64 195.91
1990 183.33 244.76 182.79
1991 359.51 319.37 240.62
1992 435.70 343.70 267.45
1993 533.29 376.35 311.71
</TABLE>
* ASSUMES $100 INVESTED AT END OF FIRST YEAR AND ANY DIVIDENDS REINVESTED.
COMPANIES IN THE S&P MISCELLANEOUS INDEX ARE ALLIED-SIGNAL INC.; AMERICAN
GREETINGS CORP.; H&R BLOCK INC.; CORNING INC.; DELUXE CORP.; DIAL CORP.; R.R.
DONNELLEY & SONS CO.; EASTMAN KODAK CO.; GENERAL SIGNAL CORP.; HARCOURT
GENERAL INC.; JOHN H. HARLAND CO.; HARRIS CORP.; THE INTERPUBLIC GROUP OF
COMPANIES; JOSTENS, INC.; McCAW CELLULAR COMMUNICATIONS INC.; MINNESOTA MINING
& MFG. CO.; PIONEER HI-BRED INTERNATIONAL, INC.; POLAROID CORP.; SERVICE CORP.
INTERNATIONAL; TRW INC.; WHITMAN CORP.
10
<PAGE> 13
TIMELINESS OF CERTAIN FILINGS
Under the rules of the Securities and Exchange Commission, the Company is
required to report, based upon its review of copies of reports to the Securities
and Exchange Commission about ownership of or transactions in its stock
furnished to the Company and written representations of its directors and
officers about such ownership and transactions, that a report required to be
filed upon becoming an executive officer and a report required to be filed on a
transaction in Common Stock by Kirk Brewer, Senior Vice President -- Corporate
and Investor Relations, were filed late.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of March 18, 1994, certain information
with respect to the Common Stock that may be deemed to be beneficially owned by
each director of Itel, the officers named in the Summary Compensation Table and
by all directors and officers as a group.
<TABLE>
<CAPTION>
STOCK
OPTIONS PERCENT
COMMON AND OF
STOCK WARRANTS(2) TOTAL CLASS
--------- --------- ---------- ----
<S> <C> <C> <C> <C>
Name of Beneficial Owner(1)
Bernard F. Brennan......................... 5,000 20,000 25,000 *
Rod F. Dammeyer............................ 49,483 143,267 192,750 *
F. Phillip Handy........................... 43,000(3) 40,000 83,000 *
Harold Haynes.............................. 40,000 40,000 *
Jerome Jacobson............................ 2,000 35,000 37,000 *
Melvyn N. Klein............................ 2,500(4) 50,000 52,500 *
John R. Petty.............................. 30,000 30,000 *
John A. Pigott............................. 2,000 2,000 *
Sheli Z. Rosenberg......................... 27,641(5) 5,000(5) 32,641(5) *
Samuel Zell................................ 8,548,036(6) 8,548,036(6) 25.7%(7)
James E. Knox.............................. 11,122 198,567 209,689 *
Gary M. Hill............................... 100 666 766 *
John P. McNicholas......................... 8,000 8,000 *
All directors and officers as a
group including the above-named
persons.................................... 8,704,882 563,333 9,268,215 27.4%(7)
</TABLE>
- ---------------
* Percentage of shares beneficially owned does not exceed one percent of the
class.
(1) Unless otherwise indicated, each person included in the group has sole
investment power and sole voting power with respect to the securities
beneficially owned by such person.
(2) The amounts shown in this column reflect shares of Common Stock subject to
warrants and stock options granted to officers and directors under the
1983, 1987, 1989 and 1992 Stock Plans that are exercisable within 60 days
of the date of this table.
(3) Includes 10,500 shares held in trust for Mr. Handy's minor children and of
which Mr. Handy disclaims beneficial ownership.
(4) Includes 2,000 shares held in trust for Mr. Klein's minor children and of
which Mr. Klein disclaims beneficial ownership.
(5) Mrs. Rosenberg is a co-trustee of the trust described in "Security Ownership
of Principal Stockholders" below and by reason thereof may be deemed to be
the beneficial owner of 5,000 shares of Common Stock held by that trust and
of the Common Stock held by the partnerships described in note (6) below of
which that trust is one of two general partners. Mrs. Rosenberg disclaims
any beneficial ownership of the shares of Common Stock held by such trust
and its partnerships.
11
<PAGE> 14
(6) The shares of Common Stock shown in this table are owned by partnerships of
which a trust of which Mr. Zell is the trustee and beneficiary is one of
two general partners or managing general partners. (See "Security Ownership
of Principal Stockholders" below.) Mr. Zell disclaims beneficial ownership
of all of these shares of Common Stock.
(7) All warrants and options exercisable within 60 days of the date of this
table which may be deemed to be beneficially owned by the person or persons
for whom the calculation is being made are deemed to have been converted or
exercised for the purpose of calculating this percentage.
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS
The following table sets forth information as of March 18, 1994 with
respect to each person who is known by the management of Itel to be the
beneficial owner of more than 5% of the outstanding shares of Common Stock.
Unless otherwise indicated, the beneficial owner has sole voting and investment
power.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENT
TITLE NAME AND ADDRESS OF BENEFICIAL OF
OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- ------------ ----------------------------------------- ---------- -----
<S> <C> <C> <C>
Common Riverside Partners 5,940,817(1) 25.8%(6)
SZRL Investments 2,507,219(1)
Equity Holdings 100,000(1)
Robert H. and
B. Ann Lurie Trust 5,000(1)
Sheli Z. Rosenberg 32,641(1)
Two North Riverside Plaza
Suite 600
Chicago, Illinois 60606
Common TIG Partners, L.P. 3,000,000(2) 9.0%
200 West Madison Street
Suite 3800
Chicago, Illinois 60606
Common The Equitable Companies Incorporated 3,162,027(3) 9.5%
787 Seventh Avenue
New York, New York 10019
Common Dietche & Field Advisers, Inc. 4,101,000(4) 12.3%
437 Madison Avenue
New York, New York 10022
Common FMR Corp. 4,300,237(5) 12.9%
82 Devonshire Street
Boston, Mass. 02109
</TABLE>
- ---------------
(1) Riverside Partners, SZRL Investments and Equity Holdings are partnerships,
the general partners or managing general partners of which are the Samuel
Zell Revocable Trust and the Robert H. and B. Ann Lurie Trust. Samuel Zell
is the beneficiary and trustee of the Samuel Zell Revocable Trust. Mrs.
Lurie is the beneficiary and Mmes. Lurie and Rosenberg are the co-trustees
of the Robert H. and B. Ann Lurie Trust. As a result, Mr. Zell and Mmes.
Lurie and Rosenberg may be deemed to be the beneficial owners of the shares
of Common Stock held by Riverside Partners, SZRL Investments and Equity
Holdings. Mr. Zell and Mmes. Lurie and Rosenberg disclaim beneficial
ownership of the stock owned by Riverside Partners, SZRL Investments and
Equity Holdings and Mrs. Rosenberg disclaims beneficial ownership of the
Common Stock held by the Robert H. and B. Ann Lurie Trust. The amounts
shown include 5,000 shares obtainable within 60 days of the date of this
table by the exercise of options. Substantially all of the shares owned by
Riverside Partners, SZRL Investments and Equity Holdings are pledged to
various financial institutions as collateral for loans to these entities.
Under the various loan agreements, the pledgees cannot vote or exercise any
ownership rights relating to the pledged shares of warrants unless there is
an event of default.
12
<PAGE> 15
(2) The general partner of TIG Partners, L.P. is PDA Corp. All of the issued and
outstanding capital stock of PDA Corp. is owned by Nicholas J. Pritzker.
(3) According to a Schedule 13G filed by The Equitable Companies Incorporated
("Equitable"), on behalf of its subsidiaries and Alpha Assurances I.A.R.D.
Mutuelle, Alpha Assurances Vie Mutuelle, AXA Assurances I.A.R.D. Mutuelle,
AXA Assurances Vie Mutuelle, and Uni Europe Assurance Mutuelle, and AXA,
all French companies directly or indirectly owning stock of Equitable,
Equitable and its subsidiaries (each of which makes independent voting and
investment decisions) may be deemed, as of December 31, 1993, to have sole
voting power for 2,889,677 shares, shared voting power for 268,400 shares,
sole investment power for 3,161,877 shares and shared investment power for
150 shares.
(4) According to a Schedule 13G, dated March 14, 1994, Dietche & Field Advisors,
Inc. has only sole voting power for these shares.
(5) According to a Schedule 13G dated February 11, 1994, FMR Corp. has sole
voting power for 43,100 shares and sole investment power for 4,300,237
shares.
(6) All options exercisable within 60 days of the date of this table which may
be deemed to be beneficially owned by the person or persons for whom the
calculation is being made are deemed to have been exercised for the purpose
of calculating this percentage.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
For a description of transactions between the Company and affiliates or
associates of Samuel Zell, chairman and director, and Sheli Rosenberg, director,
see "Compensation Committee Interlocks and Insider Participation."
For a description of transactions between the Company and Mr. Pigott, a
director, see "Compensation of Directors."
Mr. Knox, Senior Vice President, General Counsel and Secretary of Itel, is
a partner in the law firm of Mayer, Brown & Platt. The Company has retained and
intends to continue to retain Mayer, Brown & Platt to perform certain legal
services for the Company. Amounts paid in 1993 for these services were
$1,080,000.
For a description of the ownership of shares of Santa Fe Energy Resources,
Inc. by the Company and a partnership in which certain directors and officers of
the Company have an interest, see the Note to "Election of Directors."
INDEPENDENT AUDITORS
The Board of Directors, upon the recommendation of its Audit Committee, has
selected Ernst & Young as independent auditors of Itel for 1994. Ernst & Young
(and predecessor firm) have audited Itel's financial statements since 1980.
Representatives of Ernst & Young, who are expected to be present at the meeting,
will be given an opportunity to make a statement if they so desire and to
respond to appropriate questions asked by stockholders.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the 1995 Annual
Meeting of Stockholders must be received by Itel at its principal offices by
December 2, 1994 in order to be considered for inclusion in Itel's Proxy
Statement and Proxy relating to the 1995 Annual Meeting of Stockholders.
13
<PAGE> 16
CONCLUSION
The Board of Directors knows of no other matters to be presented for
stockholder action at the meeting. However, if other matters do properly come
before the meeting, it is intended that the persons named in the proxies will
vote upon them in accordance with their best judgment.
April 1, 1994
BY ORDER OF THE BOARD OF DIRECTORS
[SIG]
JAMES E. KNOX, Secretary
14
<PAGE> 17
- --------------------------------------------------------------------------------
PROXY SOLICITED BY AND ON BEHALF OF
THE BOARD OF DIRECTORS OF
ITEL CORPORATION
The undersigned hereby appoints Rod F. Dammeyer, John P.
McNicholas and James E. Knox and each of them (with full power of
substitution in each) proxies of the undersigned to vote at the Annual
Meeting of Stockholders of ITEL Corporation to be held at 10:00 A.M.,
Central time, May 5, 1994, at 20 N. Wacker Drive, 39th Floor, Chicago,
Illinois, and at any adjournments thereof, all of the shares of Common
Stock of ITEL Corporation in the name of the undersigned on the record
date.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED STOCKHOLDER. UNLESS OTHERWISE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES.
PLEASE SIGN AND DATE THE PROXY CARD ON THE REVERSE SIDE.
- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --
<PAGE> 18
- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --
FOLD AND DETACH HERE
- --------------------------------------------------------------------------------
<PAGE> 19
- --------------------------------------------------------------------------------
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY
THE STOCKHOLDER. IF NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED
PROXY IS RETURNED, SUCH SHARES WILL BE VOTED "FOR ALL NOMINEES".
<TABLE>
<S> <C> <C> <C> <C>
--------------- ----------------------- PLEASE MARK YOUR CHOICE LIKE PLEASE CHECK BOX IF YOU
ACCOUNT NUMBER SHARES OF COMMON STOCK THIS IN BLUE OR BLACK INK INTEND TO BE PRESENT AT MEETING
1. Election of the following nominees as Directors: Bernard F. Brennan, Rod F. Dammeyer, F. Philip Handy, Harold Haynes,
Jerome Jacobson, Melvyn N. Klein, John R. Petty, John A. Pigott, Sheli Z. Rosenberg and Samuel Zell.
<CAPTION>
FOR WITHHOLD FOR THE FOLLOWING ONLY:
ALL WITHHOLD (INSTRUCTION: WRITE THE NAME OF THE NOMINEE(S) FROM WHOM YOU ARE WITHHOLDING YOUR VOTE
NOMINEES AUTHORITY IN THIS SPACE.)
<S> <C> <C>
O O
---------------------------------------------------------------------------------------
</TABLE>
2. In their discretion, such other matters as properly may come before
the meeting or at any adjournment(s) thereof.
Dated
-------------------------------
(Signature of Stockholder)
-------------------------------
(Signature if held jointly)
IMPORTANT: Please date this
proxy and sign exactly as your
name appears hereon. If stock
is held jointly, both holders
should sign. Executors,
administrators, trustees
guardians and others signing in
a representative capacity
should give full title. PLEASE
MARK, SIGN, DATE, AND
RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
<PAGE> 20
- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --
FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT TO THE COMPANY
PLEASE SIGN AND RETURN YOUR PROXY BY
TEARING OFF THE TOP PORTION OF THIS SHEET
AND RETURNING IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE
- --------------------------------------------------------------------------------
<PAGE> 21
<TABLE>
<CAPTION>
Please mark
/X/ your votes
as this
------------------------
SHARES OF COMMON STOCK
<S> <C> <C> <C> <C> <C> <C>
FOR AGAINST ABSTAIN
1. Election of the following 2. In their discretion, such
nominees as Directors: other matters as properly / / / / / /
Bernard F. Brennan, Rod FOR WITHHOLD may come before the meeting
F. Dammeyer, F. Philip all nominees AUTHORITY or at any adjournment(s)
Handy, Harold Haynes, therefore.
Jerome Jacobson, Melvyn / / / /
N. Klein, John R, Petty, PLEASE CHECK BOX IF YOU
John A. Pigott, Sheli Z. INTEND TO BE PRESENT AT MEETING / /
Rosenberg and Samuel Zeli.
COMMENT/ADDRESS CHANGE
Please mark this box if you have
Withhold for the following only: written comments/address change / /
(Instruction: Write the name of the nominee(s) from on the reverse side.
whom you are withholding your vote in this space.)
Dated:
---------------------------------------------- 1994
---------------------------------------------------------
(Signature of Stockholder)
---------------------------------------------------------
(Signature if held jointly)
IMPORTANT: Please date this proxy and sign exactly as your name
appears hereon. If stock is held jointly, both holders should
sign. Executors, administrators, trustees, guardians and others
signing in a representative capacity should give full title.
PLEASE MARK, SIGN, DATE, AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT TO THE COMPANY
PLEASE SIGN AND RETURN YOUR PROXY BY
TEARING OFF THE TOP PORTION OF THE SHEET
AND RETURNING IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE
<PAGE> 22
PROXY SOLICITED BY AND ON BEHALF OF
THE BOARD OF DIRECTORS OF
ITEL CORPORATION
The undersigned hereby appoints Rod F. Dammeyer, John P. McNicholas and James
E. Knox and each of them (with full power of substitution in each) proxies of
the undersigned to vote at the Annual Meeting of Stockholders of ITEL
Corporation to be held at 10:00 A.M., Central time, May 5, 1994, at 20 N.
Wacker Drive, 39th Floor, Chicago, Illnois, and at any adjournments thereof,
all of the shares of Common Stock of ITEL Corporation in the name of the
undersigned on the record date.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED STOCKHOLDER. UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED
FOR THE ELECTION OF ALL NOMINEES.
PLEASE SIGN AND DATE THE PROXY CARD ON THE REVERSE SIDE.
COMMENTS/ADDRESS CHANGE: PLEASE MARK COMMENT/ADDRESS BOX ON REVERSE SIDE
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
