PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant-X
Check the Appropriate box:
X - Preliminary Proxy Statement
- Definitive Proxy Statement
- Definitive Additional Materials
- Soliciting Material Pursuant to 240.14a
JOSLYN CORPORATION
__________________
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (check the appropriate box):
X - $125 per Exchange Act Rules 0-11(c)(l)(ii), 14a-6(i)(l),
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.
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. ___
/__/
<PAGE>
Joslyn Corporation
JOSLYN 30 South Wacker Drive
CORPORATION Chicago, Illinois 60606
Telephone: (312) 454-2900
Telecopier: (312) 454-2930
Notice of Annual Meeting of Shareholders
To Be Held April 26, 1995
____________________________________________________________________________
The Secretary of Joslyn Corporation hereby gives notice that the Annual
Meeting of Shareholders of Joslyn Corporation will be held in the Assembly
Room, 6th Floor, The Northern Trust Company Building, 50 South LaSalle Street,
Chicago, Illinois 60675 on Wednesday, April 26, 1995, at 10:00 o'clock a.m.,
for the following purposes:
(1) the election of six Directors;
(2) the ratification of the appointment of Arthur Andersen LLP as
independent public accountants for the year 1995;
(3) the approval of a proposed Joslyn Corporation Non-Employee Director
Stock Plan;
(4) the transaction of such other business as may properly come before the
meeting or any adjournment thereof.
Only Shareholders of record at the close of business on March 1, 1995 will
be entitled to vote at the meeting.
The Annual Report of the Corporation for the year 1994, including
financial statements, accompanies this Proxy Statement.
Each Shareholder, whether or not he or she expects to be present at the
meeting, is requested to sign, date and return the enclosed Proxy in the
envelope which is supplied with this Notice.
By order of the Board of Directors,
Joslyn Corporation
Wayne M. Koprowski
Secretary
<PAGE>
JOSLYN
CORPORATION
30 South Wacker Drive
Chicago, Illinois 60606
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Joslyn Corporation (the
"Corporation") for the Annual Meeting of Shareholders to be held in the
Assembly Room, 6th Floor, The Northern Trust Company Building, 50 South LaSalle
Street, Chicago, Illinois 60675 on Wednesday, April 26, 1995, at 10:00 o'clock
a.m., or any adjournment thereof. On or before March , 1995, this Proxy
Statement and the enclosed Proxy were first sent or given to the Corporation's
Shareholders. The 1994 Annual Report to Shareholders, including financial
statements for the fiscal year ended December 31, 1994, accompanies this Proxy
Statement.
The executive offices of the Corporation are located at 30 South Wacker
Drive, Chicago, Illinois 60606.
The only voting securities of the Corporation are its Common Shares, of
which there were shares outstanding on March 1, 1995, the record date.
A majority of such shares will constitute a quorum for the transaction of
business at the Annual Meeting. Shareholders are entitled to one vote for each
Common Share of the Corporation held. The Board of Directors is soliciting
discretionary authority to accumulate votes. In the election of the Board of
Directors, shareholders have the right to vote the number of shares owned by
them for each of the six nominees, or they may cumulate their votes and give
six votes to one nominee for each share owned, or they may distribute their
votes on the same principle among as many nominees as they choose. No act
need be done or notice given prior to the exercise of such cumulative voting
rights. For the purpose of counting votes, abstentions, broker non-votes and
other shares not voted have the same effect as a vote against the proposal.
Each proxy received by the Board of Directors of the Corporation will be
voted as specified by the Shareholder thereon. Any Shareholder may revoke his
or her proxy at any time prior to the voting thereof by (1) giving written
notice of such revocation to the Secretary of the Corporation, (2) properly
submitting to the Corporation a duly executed proxy bearing a later date or
(3) appearing in person at the 1995 Annual Meeting and voting in person.
The cost of preparation of proxy solicitation materials and solicitation
of proxies will be paid by the Corporation. In addition to use of the mails,
proxies may be solicited by any Director, Officer, or employee of the
Corporation either personally or by such other means as he may choose, and any
such solicitation shall be made without additional compensation.
The Corporation may reimburse brokers and others for their expenses in
forwarding proxy solicitation materials to beneficial owners. The Corporation
has retained Morrow & Co., Inc. to assist in the solicitation of proxies at an
estimated fee of less than $10,000, plus reasonable expenses.
1
<PAGE>
NOMINEES FOR ELECTION AS DIRECTOR
The Board of Directors has designated the six persons hereinafter listed
to be nominees for election as Directors of the Corporation at the Annual
Meeting. Proxies solicited by the Board of Directors will be voted as directed
therein with respect to the election of Directors; but if no choice is
specified in any proxy, then such proxies will be voted for such nominees.
The entire Board of Directors is elected annually and each Director is elected
to serve until his successor is duly elected and qualified unless the
Directorship is eliminated, in which case the Directorship will expire at the
next Annual Meeting.
Each of the nominees has consented to serve as a Director if he is
elected. If for any reason any such nominee for election should become
unavailable for election, a circumstance the Board of Directors does not
anticipate, discretionary authority may be exercised for a substitute nominee.
The persons named in proxies hereby solicited reserve the right, exercisable
in their sole discretion, to vote proxies cumulatively so as to elect all or
as many as possible of such nominees depending upon circumstances at the
meeting.
NEW NOMINEES FOR ELECTION AS DIRECTOR:
James M. Reed
Mr. Reed is Vice Chairman and Chief Financial Officer of Union Camp
Corporation, a forest products company. Mr. Reed started his business career
in 1954 with the public accounting firm of Arthur Andersen & Co. In 1964, he
left Arthur Andersen to become Vice President-Finance of a client company, The
Branigar Organization, Inc., which had interests in real estate development
and manufacturing. Branigar was acquired by Union Camp in 1969 and Mr. Reed
subsequently became Executive Vice President and President of that subsidiary.
In 1977, he transferred to Corporate Headquarters of Union Camp as Vice
President - Finance and Chief Financial Officer of Union Camp Corporation.
He subsequently became a Senior Vice President, an Executive Vice President
and in April 1993, was elected Vice Chairman. Mr. Reed is a member of the
Board of Directors of Union Camp Corporation (NYSE), Bush Boake Allen, Inc.
(NYSE) and Martin Marietta Materials, Inc. (NYSE). He is also on the Board of
the Bulgarian-American Enterprise Fund (a U.S. State Department sponsored non-
profit organization) and is a member of the Board of Trustees of Simpson C
ollege. Mr. Reed is 62 years of age.
Lawrence A. Reed
Mr. Reed is the retired President and Chief Executive Officer of Dow
Corning Corporation, a manufacturer of specialty materials and chemicals. He
joined Dow Corning in 1964 and held various positions in Process Engineering
and Economic Evaluation. In 1973, he was appointed Financial Director for
Europe and returned to the U.S. in 1976, as Corporate Controller. He was named
a Vice President of Dow Corning and Chief Financial Officer in 1978, and became
Executive Vice President responsible for Dow Corning's global businesses in
1981. Mr. Reed was named President and Chief Operating Officer and a Director
of the Corporation in 1984. He was named President and Chief Executive Officer
in 1988, retired in 1992, but continues as a Director of the Corporation.
Mr. Reed is also a Director of the Chemical Financial Corporation, as well
as CPI Engineering Services, Inc. Mr. Reed is 55 years of age.
2
<PAGE>
NOMINEES FOR REELECTION AS DIRECTOR
William E. Bendix
Mr. Bendix is Chairman of the Board of Joslyn Corporation and an
independent business consultant. He was President, Chief Executive Officer
and a Director of Mark Controls Corporation, a NASDAQ listed company from 1987
to 1994. Mark Controls Corporation is a manufacturer of industrial valves,
liquid temperature control devices and electronic controllers. Prior to that,
Mr. Bendix was Group Vice President and a Director and was responsible for
five of the company's business units. Mr. Bendix joined Mark Controls as Vice
President of Manufacturing in 1969, was subsequently named Vice President of
Operations and was elected a Director in 1973. Prior to joining Mark Controls,
Mr. Bendix was a principal at Theodore Barry and Associates, a management
consulting firm with a practice emphasizing operations management. Mr. Bendix
is a Director of DEP Corporation, the former Chairman of the Valve
Manufacturers Association of America, and a former Director of Sargent-Welch
Scientific Company. Mr. Bendix is 60 years of age.
John H. Deininger
Mr. Deininger was most recently Chief Executive Officer and President of
Union City Body Company, L.P., a manufacturer of truck bodies. He is a retired
Executive Vice President of Illinois Tool Works, Inc., a manufacturer of
engineered components and industrial systems. He was formerly President, Chief
Operating Officer and a Director of Signode Industries, Inc., now a wholly-
owned subsidiary of Illinois Tool Works, Inc. Mr. Deininger is currently a
Director of Eljer Industries, a New York Stock Exchange listed company which
manufactures and markets plumbing and heating ventilation products.
Mr. Deininger is also a Director of Life Fitness, Inc., a maker of exercise and
fitness equipment and a Director of Wayn-Tex, Inc., a manufacturer of plastic
woven for the carpet and food packaging industries. He formerly was a Director
for Allied Tube & Conduit, a manufacturer of metal tubing for plumbing and
electrical use. He is also a part-time consultant on industrial business
operations. Mr. Deininger is 63 years of age.
Richard C. Osborne
Mr. Osborne is President, Chief Executive Officer and Chairman of the
Board of Scotsman Industries, Inc., a New York Stock Exchange listed company.
Scotsman is a leading manufacturer of refrigeration products primarily serving
the foodservice, hospitality, beverage, bakery and healthcare industries, with
a secondary focus on luxury appliances for the consumer market. Mr. Osborne
previously held the position of Executive Vice President of Household
Manufacturing, Inc. from 1982 to 1989, and from 1979 to 1982 was President of
Structo and Halsey Taylor, a division of Household Manufacturing, Inc. Mr.
Osborne was the Director of Manufacturing of Pillsbury Company from 1967 to
1979, and began his career as an Engineer with the Chevrolet Division of
General Motors. Mr. Osborne is 51 years of age.
Lawrence G. Wolski
Mr. Wolski is Acting Chief Executive Officer and a Director of Joslyn
Corporation. He joined Joslyn in 1974 as Controller, having been employed
previously by Arthur Andersen & Co. for eight years, his last position being
that of Audit Manager. In 1976, he was elected Vice President, Finance, of
the Corporation. He was elected Chief Financial Officer of the Corporation
in 1980, Senior Vice President in 1987, and Executive Vice President of the
Utility Systems Group in 1993. Mr. Wolski was elected a Director of the
Corporation in 1981. Mr. Wolski is 50 years of age.
3
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT ON MARCH 1, 1995
The following table sets forth information about the beneficial
ownership of the Corporation 's Common Shares for each Director and nominees
for Director, each Executive Officer named in the Summary Compensation Table in
this Proxy Statement, and all Directors and Executive Officers of the
Corporation as a group as of March 1, 1995.
Directors and Number
Nominees of Shares(a)
______________ ____________
William E. Bendix . . . . . . . . . . . . . . . . . . . . . . .2,000
John H. Deininger . . . . . . . . . . . . . . . . . . . . . . 900
Donald B. Hamister. . . . . . . . . . . . . . . . . . . . . . 12,000
Raymond E. Micheletti . . . . . . . . . . . . . . . . . . . . 29,149
Richard C. Osborne. . . . . . . . . . . . . . . . . . . . . . 750
James M. Reed . . . . . . . . . . . . . . . . . . . . . . . 500
Lawrence A. Reed. . . . . . . . . . . . . . . . . . . . . . . 400
Lawrence G. Wolski. . . . . . . . . . . . . . . . . . . . . . 42,717
Certain Executive
Officers
_________________
George W. Diehl . . . . . . . . . . . . . . . . . . . . . . . 16,132
Wayne M. Koprowski. . . . . . . . . . . . . . . . . . . . . . 23,438
Steven L. Thunander . . . . . . . . . . . . . . . . . . . . . 25,281
Directors and Officers as a Group . . . . . . . . . . . . . 154,900
______________________
(a) Includes shares Executive Officers have the right to acquire pursuant
to the Corporation's Employee Stock Benefit and Stock Option Plans. The number
of shares which each of the above individuals have the right to acquire are:
Mr. Micheletti 19,273 shares; Mr. Wolski 28,717 shares; Mr. Diehl 14,037
shares; Mr. Koprowski 16,660 shares; Mr. Thunander 20,046 shares.
In addition to the shares shown as owned by the nominees and Executive
Officers in the preceding table, the following approximate number of shares are
held by the Profit Sharing Plan in which the individuals named have
shared voting power as to those shares: Mr. Micheletti ;
Mr. Wolski shares; Mr. Diehl shares; Mr. Koprowski
shares; and Mr. Thunander shares;
None of the Director nominees or Executive Officers hold 1.0% or more of
the outstanding shares of the Corporation. All Directors and Executive
Officers as a group beneficially owned xxx,xxx shares representing xx percent
of the outstanding shares of the Corporation on March 1, 1995.
All Directors and Executive Officers complied with the reporting
requirements of Section 16(a) except for one inadvertent late Form 4 filing
(10 days) regarding one transaction by Mr. Micheletti.
4
<PAGE>
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth certain information regarding the
beneficial ownership of the Corporation's Common Shares on December 31, 1994,
by each person known by management to be the beneficial owner of more than 5%
of the outstanding shares of the Corporation:
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
___________________ ____________________ ________
Danaher Corporation . . . . . . . . . 543,550(a). . . . . . . . 7.6%
1250 24th Street, N. W.
Washington, D. C. 20037
Robert D. MacDonald,
James H. Ingersoll &. . . . . . . . . xxx,xxx(b). . . . . . . .
David L. Everhart, Trustees
150 N. Michigan Avenue, Suite 2500
Chicago, Illinois 60601
Joslyn Retirement Plans'
Company Stock Trust . . . . . . . . . 445,188(c) . . . . . . . 6.2%
30 South Wacker Drive
Chicago, Illinois 60606
Pioneering Management Corporation . . 430,337(d) . . . . . . . 6%
60 State Street
Boston, Massachusetts 02109
______________________
(a) Danaher Corporation has reported in its Form 13D filed on August 2,
1994, that it has sole voting power as to 543,550 shares.
(b) Includes 480,085 shares held by Messrs. MacDonald, Ingersoll and
Everhart as co-trustees of the Alice Newell Joslyn Trust and the Marcellus
Lindsey Joslyn Trust. These trusts have sole voting and dispositive power
with respect to the shares in each trust. In addition to the 480,085 shares
held with co-trustees Messrs. Ingersoll and Everhart, Mr. MacDonald holds
xxx,xxx shares as a trustee of four other trusts.
(c) Joslyn Retirement Plans' Company Stock Trust ("Trust") has sole voting
and investment power for 43,173 of such shares and shared voting and investment
power for 402,015 of such shares. The Trust beneficially owns certain of the
above shares for the Corporation's Employees' Savings and Profit Sharing Plan
("Profit Sharing Plan") and the Trustee has power to dispose of such shares;
provided, however, that in the event of a tender or exchange offer, the
participants generally have the right to direct the Trustee on how to respond
to the tender or exchange offer.
(d) Pioneering Management Corporation has reported in its Form 13G that it
has sole voting power as to 430,337 shares and shared dispositive power as to
430,337 shares.
5
<PAGE>
BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors has standing Audit, Compensation and Nominating
Committees. Messrs. William E. Bendix, Donald B. Hamister and Richard C.
Osborne were the members of the Audit Committee during 1994. Messrs. John H.
Deininger, Hamister and Osborne were members of the Compensation Committee
during 1994. Messrs. Raymond E. Micheletti, Bendix, Deininger, and Hamister
were members of the Nominating Committee during 1994. In addition, the Board
of Directors formed an ad hoc Succession Committee for the purpose of
identifying qualified candidates for the position of President and Chief
Executive Officer to succeed Mr. Micheletti upon his retirement. Messrs.
Deininger, Hamister and Osborne were members of the Succession Committee in
1994. After the election of Mr. Wolski by the Board of Directors, the
Succession Committee was disbanded.
Among other responsibilities, the Audit Committee recommends the selection
of the independent public accountants, reviews the scope and procedures of the
planned audit activities and reviews the results of the audits. The Audit
Committee considers and approves in advance non-audit services performed by
the independent public accountants to determine that such services do not
compromise their independence. The Compensation Committee recommends the
compensation to be paid for the services of the Directors and Executive
Officers of the Corporation. The Nominating Committee develops criteria for
Directors, evaluates the qualifications of and interviews prospective
candidates for the Board of Directors of the Corporation and makes
recommendations to the Directors of nominees for election to the Board of
Directors of the Corporation.
During 1994, there were two meetings for each of the Audit and Succession
Committees. There were five meetings of the Compensation Committee. There were
eight meetings of the Board of Directors in 1994. All members of the Board
attended more than seventy-five percent of the meetings of the Board, and
all members of the Committees attended all meetings of the Committees of the
Board.
COMPENSATION OF DIRECTORS
Directors of the Corporation who are employees serve without additional
compensation. Directors of the Corporation who are not employees of the
Corporation each receive an annual retainer fee of $19,000. These Directors
also receive $700 for each meeting of the Board of Directors or a Committee
thereof attended. The Chairman of the Board of Directors receives an
additional retainer of $100,000 per year to serve in that capacity.
In addition to his annual retainer and meeting fees, Mr. Deininger also
performed consulting services for the Corporation in 1994 earning $2,775.
Directors who are not employees may elect to become participants in the
Deferred Compensation Plan in order to defer all or a portion of their fees.
Deferred fees otherwise payable are credited to a participant's Deferred Fee
Account bearing an annual interest rate. Upon termination of their services,
payment from the Deferred Fee Account will be paid to the former Directors in
installments.
6
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation paid or to be paid for
the fiscal year 1994 to the Chief Executive Officer and to the four most
highly compensated Executive Officers of the Corporation. A more detailed
explanation follows the table.
<TABLE>
<CAPTION>
Long-Term Compensation
______________________
Awards
Securities
Under- All
lying Other
Name and Principal Fiscal Options Compen-
Position Year Salary(1) Bonus SARs(#) sation(2)
__________________ ______ _________ _____ _______ _________
<S> <C> <C> <C> <C> <C>
Raymond E. Micheletti 1994 $308,851 $ 53,550 0 $xx,xxx
President and Chief 1993 299,224 91,125 15,485
Executive Officer 1992 250,557 107,800 16,078
Lawrence G. Wolski 1994 $245,393 $ 61,000 8,167 $xx,xxx
Executive Vice 1993 237,548 73,552 15,485
President, Chief 1992 233,001 82,854 16,078
Financial Officer
George W. Diehl 1994 $148,246 $ 18,948 3,271 $xx,xxx
Vice President 1993 138,371 15,989 xx,xxx
1992 122,792 26,148 xx,xxx
Wayne M. Koprowski 1994 $155,651 $ 18,574 3,388 $xx,xxx
Vice President, 1993 148,610 32,400 10,716
General Counsel 1992 145,157 40,625 13,845
& Secretary
Steven L. Thunander 1994 $165,358 $ 667 3,529 $xx,xxx
Vice President 1993 164,882 25,000 5,839
1992 163,800 28,529 7,007
</TABLE>
Mr. Micheletti retired on December 31, 1994. Upon his retirement, Mr.
Micheletti will receive an annual sum in the amount of $20,500 per year as
part of a non-qualified, unfunded supplemental retirement payment. He
will receive this amount until the year 2004. The final payment of $13,146
will be made in 2005. In the event of his prior death, Mr. Micheletti's
spouse will continue to receive the payments until 2005 or until her death at
which time the payments will cease.
____________________
1) Salary includes base compensation and contributions made under the
Joslyn Corporation Retirement Parity Compensation Plan ("Parity Plan").
Certain Executive Officers of Joslyn Corporation are participants in the
Parity Plan. The Parity Plan provides annual payments to eligible employees
who may elect to deposit their payments in an individual trust. Each trust
provides for distribution upon: (1) retirement after attaining age 60, (2)
disability or death, (3) attaining age 65, or (4) termination of employment
prior to age 60. The 1994 Parity Plan amount for eligible individuals listed
in the Summary Compensation Table were: Mr. Micheletti $38,251; Mr. Wolski
$30,793; Mr. Diehl $12,646; Mr. Koprowski $15,051; and Mr. Thunander $14,758.
2) "All Other Compensation" is comprised of contributions on behalf of the
Executive Officers to the Corporation's Profit Sharing Plan, a defined plan,
except that it also includes a $1,000 director fee for Messrs. Diehl and
Thunander for being subsidiary company board members.
7
<PAGE>
STOCK OPTION/SAR GRANTS IN 1994
The following tables show, as to the Chief Executive Officer and the four
most highly compensated Executive Officers of the Corporation, information with
respect to grants of non-qualified stock options and stock exercises for the
period January 1, 1994 to December 31, 1994.
Non-Qualified Option grants awarded December 30, 1994
<TABLE>
<CAPTION>
Securities % of Total Potential Realizable Value of
Underlying Granted to Assumed Annual Rates of Stock Price
Options Employees Base Price Expiration Appreciation for Option Term
Name Granted(1) in 1994 $/share)(2) Date at 0% at 5% at 10%
______________________ __________ ___________ ___________ __________ _____ ________ ________
<S> <C> <C> <C> <C> <C> <C> <C>
Raymond E. Micheletti* 0 0 0 - 0 $ 0 0
Lawrence G. Wolski 8,617 12.4% $25.50 6/26/05 0 131,244 $283,967
George W. Diehl 3,271 4.9% $25.50 6/26/05 0 52,565 113,733
Wayne M. Koprowski 3,388 5.1% $25.50 6/26/05 0 54,445 117,800
Steven L. Thunander 3,529 5.3% $25.50 6/26/05 0 56,711 122,703
</TABLE>
* Mr. Micheletti retired in December 1994.
___________________
(1) All options were granted on December 30, 1994, and first become
exercisable on June 26, 1995.
2) The Base Price equals the average of the last reported high and low
transactions of Common Shares on the NASDAQ National Market System on the
date of the grant of options.
Aggregated Option/SAR Exercises in 1994 and Fiscal Year-end Option/SAR
Values
This table provides the number of shares acquired by stock option exercise
during 1994. The value realized is the difference between the market price on
the date of exercise and the base price multiplied by the number of shares
exercised. The table also provides the year-end value of all stock options
and Stock Appreciation Rights ("SARs") granted to but not yet exercised by each
executive. The value represents the difference of the market price on December
30, 1994 and the base price multiplied by the number of outstanding options.
This value may go up or down as the stock price fluctuates and is not realized
until exercised.
<TABLE>
<CAPTION>
Securities Value
Underlying of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
1994 Fiscal Year-end: 1994 Fiscal Year-end:
Share Acquired Exercisable Exercisable
Name On Exercise Value Realized Unexercisable Unexercisable
_____________________ _______________ ______________ _____________ _____________
<S> <C> <C> <C> <C>
Raymond E. Micheletti 0 0 19,273/0 $ 31,762/0
Lawrence G. Wolski 0 0 28/717/8,167 114,240/0
George W. Diehl 2,712 $23,585 14,037/3,271 46,970/0
Wayne M. Koprowski 1,778 16,891 16,660/3,388 58,513/0
Steven L. Thunander 1,946 12,649 20,046/3,529 86,698/0
</TABLE>
8
<PAGE>
DEFINED BENEFIT PENSION PLAN
Salaried employees participated in the Employees' Supplemental Retirement
Plan of Joslyn Corporation ("Pension Plan") until December 31, 1988 when the
Pension Plan was frozen. Therefore, no additional benefit accruals for either
additional employment service or compensation increases will be incurred. The
estimated annual benefits payable upon retirement at age 65 for each of the
individuals named in the Summary Compensation Table are as follows: Mr.
Micheletti $40,158; Mr. Wolski $76,068; Mr. Diehl $19,937; Mr. Koprowski
$13,687; and Mr. Thunander $34,976.
EMPLOYMENT AGREEMENTS
The Corporation has entered into an employment agreement with Mr. Lawrence
G. Wolski (Acting Chief Executive Officer, Executive Vice President, and a
Director). The agreement provides for an annual salary to be paid to the
employee at least equal to that being received at the date of the agreement.
The agreement expires on December 31, 1997. This agreement may be earlier
terminated by Joslyn upon 180 days written notice. Mr. Wolski is entitled to
receive salary at the rate in effect at the date of notice for a period of 18
months following termination of employment conditioned upon their rendition of
consulting services to Joslyn for the remaining term of his Agreement.
However, Joslyn may terminate the agreement within such period if the employee
accepts other employment prior to the expiration of the period, and Joslyn
reasonably determines the new employment to be in conflict or competition with
Joslyn. Upon the death of Mr. Wolski, his legal representative is entitled to
receive his salary payable to the end of the month following the month in
which death occurs, plus incentive compensation for the fiscal year extended
to the last day of the month following date of death, plus an amount equal to
the monthly base salary in effect at the time of death multiplied by three.
Mr. Wolski has also entered into a separate severance agreement (the
"Severance Agreement") under which Mr. Wolski will be entitled to receive a
single cash payment equal to 2.5 times the sum of (a) his highest annual base
salary in effect during the prior 12-month period, (b) his Plan Accomplishment
level bonus under the Executive Management Incentive Plan for the full year,
(c) his Parity Plan payment for the full year, and (d) his maximum Profit
Sharing Plan contribution for the full year, if Mr. Wolski's employment with
the Corporation is terminated or he resigns for "good reason" following a
"change in control" of the Corporation. The Corporation is also obligated to
maintain medical, dental and life insurance for a period of 2.5 years following
his termination. Any payments made and benefits provided to Mr. Wolski under
the Severance Agreement will be in lieu of those payments and benefits to which
Mr. Wolski would otherwise be entitled under his employment agreement.
For purposes of the Severance Agreement, a "change in control" will be
deemed to have occurred if any of the following events occurs:
(i) any individual, entity, or group, including any "person" (as defined
in Section 13(d)(3) or (14(d)(2) of the Securities Exchange Act of 1934, as
amended [Exchange Act"]) acquires beneficial ownership of 25% or more of the
outstanding common stock or of the combined voting power of the ten outstanding
securities of the Corporation entitled to vote generally in the election of
directors (the "Voting Securities");
(ii) individuals who were directors of the Corporation as of the
effective date of the Severance Agreement (the "Incumbent Board) shall cease
to constitute a majority of the Board of directors of the Corporation;
9
<PAGE>
(iii) the shareholders shall approve a reorganization, merger or
consolidation of the Company, unless, following such reorganization, merger or
consolidation, (A) at lease 60% of the common stock and 60% of the Voting
Securities are owned by all or substantially all of the same persons who were
beneficial owners of such securities immediately prior to such reorganization,
consolidation or merger, in substantially the same proportions relative to one
another, (B) no person beneficially owns 25% or more of the common stock or
voting securities of the surviving corporation, other than specified entities
controlled by the Company or a person who had beneficial ownership of 25% or
more of the common stock or the Voting Securities immediately prior to the
reorganization, consolidation or merger, and (C) at least a majority of the
members of the board of directors of the surviving corporation were members
of the Incumbent Board; or (iv) the Shareholders approve a plan of complete
liquidation or dissolution of the Corporation or the sale or disposition of all
or substantially all of the assets of the Corporation to another corporation
other than a corporation which meets the following requirements: (A)
more than 60% of the common stock and 60% of the voting securities of the
corporation are owned by all or substantially all of the same persons who were
beneficial owners of the common stock and the Voting Securities immediately
prior to such sale or disposition, in substantially the same proportions
relative to one another, (B) no person beneficially owns 25% or more of the
common stock or voting securities of the corporation, other than specified
entities controlled by the Company or a person who had beneficial ownership
of 25% or more of the common stock or the Voting Securities immediately
prior to such sale or disposition, and (C) at least a majority of the members
of the board of directors of the corporation were members of the Incumbent
Board.
Mr. Wolski will be deemed to have had "good reason" to terminate his
employment with the Corporation following a change of control if, among other
things, without his written consent, he is assigned to duties inconsistent
with his duties or responsibilities with the Corporation immediately prior to
the change of control, his salary or benefits are reduced, he is reassigned to
any location more than 50 miles from the facility where he is located at the
time of the change of control or, following a merger or consolidation in which
the Corporation is not the surviving corporation or the transfer of all or
substantially all of the assets of the Corporation to another corporation,
the corporation fails to obtain from such corporation an agreement to assume
all of the Corporation's obligations under the Severance Agreement.
In addition to Mr. Wolski, Mr. Koprowski and Mr. George Diehl, Vice
President, each have severance agreements with the Corporation. The provisions
of those agreements are identical to the provisions of Mr. Wolski's Severance
Agreement except that each of these officers will be entitled to receive a
single cash payment equal to the sum of 2 (rather than 2.5) times the sum of
their base salary, Plan Accomplishment under the Executive Management Incentive
Plan, Parity Plan payment for the full year and maximum Profit Sharing Plan
contribution for the full year.
Mr. Thunander and Mr. Daniel Dumont, Vice President and President of
Joslyn Canada, Inc., are eligible under the Corporation's Severance Policy for
Corporate Managers to receive one year's annual base salary and benefit
continuation for one year upon termination following a change in control.
The Corporation has the right to terminate any of the severance agreements
and the severance policy prior to a change in control upon 120 days notice.
10
<PAGE>
JOSLYN CORPORATION STOCK PERFORMANCE GRAPH
The graph provided below compares Joslyn Corporation's cumulative
shareholder total return with that of the NASDAQ Composite Index and
the Dow Jones Electrical Equipment Group. The comparison is made by
calculating the difference in share price from December 31, 1989, and
December 31, 1994 and including the cumulative amount of dividends,
assuming reinvestment, during this five year period. An initial
investment of $100.00 has been used as a common point of reference.
Comparative Five Year Cumulative Total Return
- GRAPH -
For ease of comparison, the table below provides the data utilized in the
graph. The table assumes an investment of $100.00 on December 31, 1989 and
indicates the appreciation or depreciation of each investment over a five year
period.
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
_______ ______ _______ _______ _______ _______
<S> <C> <C> <C> <C> <C> <C>
Joslyn Corporation $100.00 $81.85 $123.10 $167.65 $163.97 $172.61
NASDAQ Market Index 100.00 84.36 93.09 90.85 110.98 131.11
Dow Jones Electrical 100.00 81.12 104.14 105.16 126.14 132.44
</TABLE>
11
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors is responsible for
reviewing and recommending to the Board compensation for the Executive Officers
of the Corporation, including the Chief Executive Officer and the four most
highly compensated Executive Officers. The Committee reviews base salaries and
corporate and individual bonus goals of the Chief Executive Officer and of the
Executive Officers as recommended by the Chief Executive Officer. The Committee
also approves all grants of stock options under the Corporation's Stock Option
Plan. All Committee members are non-employee, outside directors of the
Corporation.
Compensation Philosophy
The Corporation seeks to link Executive Officer compensation to
profitability resulting in enhanced shareholder value. The compensation
philosophy has the following objectives:
- to attract and retain quality management
- to encourage and reward performance on an individual, business unit
and corporate basis
- to reward both short term and long term performance
- to tie executive compensation to long term growth of shareholder value
The Corporation's executive compensation program is comprised of a base
salary, an annual incentive bonus program and a long term incentive
compensation plan in the form of stock options. In addition, Executive Officers
are eligible to participate in various benefit plans, including medical
insurance coverage and profit sharing, which are available to all employees.
While the Compensation Committee is aware of the deductibility limitation for
compensation paid to Executive Officers, current compensation levels are not
expected to approach the one million dollar limitation.
Base Salary
Base salaries for Executive Officers are determined in consideration of
each Executive Officer's position, responsibilities, experience and
performance. In setting compensation, the Committee takes into account the
national marketplace for a group of companies consisting of electrical and
electronics manufacturing companies of similar size (annual sales between $100
and $600 million) in the Corporation's labor market ("Labor Market Group").
The Committee decided against using the companies in the industry peer group
as reflected in the Performance Graph because the Committee believes that the
comparatively large size of many of the peer group companies distorts
compensation levels for similar positions. Each Executive Officer's base
salary range is initially set at the median for similar positions within the
Labor Market Group.
The Committee annually reviews and may adjust individual salaries of all
Executive Officers including the Chief Executive Officer and the four highest
compensated Executive Officers taking into account compensation guidelines
(utilizing executive compensation surveys, outside compensation specialists, or
both), business performance and individual performance. Business performance is
evaluated in reference to actual corporate earnings results compared to an
annual business plan submitted by Management and approved by the Board of
Directors. The factors impacting base salary are not independently assigned
12
<PAGE>
specific weights. Rather, the Committee reviews all the factors and makes
salary recommendations which reflect the Committee's analysis of the aggregate
impact of these factors.
Mr. Micheletti's 1994 base salary was $270,000 which was the same base
salary that he earned in 1993. The Compensation Committee retained the
services of a compensation consultant in 1994 to advise it in setting
compensation levels for the Chief Executive Officer and each of the Executive
Officers. The study indicated that Mr. Micheletti's base salary was about 20%
below the median for chief executive officers in the Labor Market Group.
However, in light of Mr. Micheletti's announced retirement, the Committee
decided not to adjust his base salary for 1994.
Annual Incentive Bonus Program
In addition to base salary, each Executive Officer is eligible for an
annual incentive cash bonus award under the Executive Management Incentive
Plan. The Compensation Committee believes that the plan provides an additional
short term incentive to those executives who have a greater potential impact
on business performance by having a larger portion of their total compensation
in variable bonus opportunities. Annual cash bonuses are paid based on
formulas which take into consideration attainment of corporate and business
unit earnings goals and individual goals designed to improve the Corporation's
overall performance. Individual performance goals are tailored to each
Executive Officer's position and vary from person to person. For Executive
Officers, excluding the Chief Executive Officer, potential bonus payments range
from 0% to a maximum of 60% of base salary depending on the Executive Officer's
position with generally half of the bonus potential based upon corporate or
business unit earnings performance and the other half based upon individual
performance. However, since actual payouts are dependent on achieving pre-
determined performance goals, failure to attain those goals could result in
no bonus. Despite non-operating charges taken in 1994, the Corporation did
achieve a level of operating income resulting in minimal bonus awards for the
Chief Executive Officer and the Executive Officers.
For 1994, Mr. Micheletti's potential bonus ranges from 0% to 70% of base
salary with a target payment of 35% of base salary. Fifty percent (50%) of his
annual potential bonus was based upon the attainment of targeted net income
goals for the 1994 plan year, with the remaining 20% bonus based upon the
achievement of individual goals. For 1994, Mr. Micheletti was awarded a bonus
of $53,550, which is 19.8% of base salary.
Long Term Incentive Compensation Plan (Stock Option Plan)
The Compensation Committee believes that by providing key employees,
including the Chief Executive Officer and the four highest compensated
Executive Officers, who have substantial responsibility over the management
and growth of the Corporation, with an opportunity to increase their ownership
of the Corporation's stock, the interests of the shareholders and key
employees, including Executive Officers, will be more closely aligned.
The Stock Option Plan meets this objective by permitting the Corporation
through the Compensation Committee to make annual grants of non-qualified stock
options to key employees, including the Chief Executive Officer and the four
highest paid Executive Officers. Stock options are granted with an exercise
price equal to the fair market value of the Corporation's common stock on the
date of grant and typically may be exercised over a period of five or ten
years. This approach is intended to motivate the key employees to contribute
to the creation and growth of shareholder value over the long term. Value to
the optionee is dependent upon an increase in the stock price above the
exercise price. The size of each person's stock option grant is based upon
a formula, originally recommended by an outside compensation consultant, which
provides a range of possible grants utilizing a multiple of the optionee's base
salary. The formula for determining the number of stock option grants is the
base salary times a multiplier (ranging from .3 to .85), divided by the then
13
<PAGE>
market price of the Corporation's stock. The Compensation Committee also
considers previous options granted but unexercised as well as actual ownership
in the Corporation's stock in making additional grants of options. The
compensation study referred to above indicated that stock options grants
awarded for 1994 are below the median compared to grants awarded to optionees
in the Labor Market Group.
Due to his retirement at the end of 1994, Mr. Micheletti was not awarded
option grants in 1994.
Richard C. Osborne, Chairman
John H. Deininger
Donald B. Hamister
PROPOSED OF NON-EMPLOYEE DIRECTOR STOCK PLAN
On February 8, 1995, the Board of Directors adopted, subject to approval
by the Corporation's Shareholders, the Non-Employee Director Stock Plan (the
"Plan"). The Plan is designed to assist the Corporation in attracting,
retaining and compensating highly qualified individuals who are not employees
of the Corporation for service as members of the Board and to provide them with
a proprietary interest in the Corporation's common share. The Board believes
the Plan will be beneficial to the Corporation and its Shareholders by allowing
non-employee directors to have a personal financial stake in the Corporation,
in addition to underscoring their common interest with Shareholders in
increasing the value of the Corporation's common shares over the long term.
Non-employee directors also receive cash remuneration for their services as
described above under "Compensation of Directors".
Description of the Plan
The following summary description of the Plan is qualified in its
entirety by reference to the full text of the Plan, which is attached to this
Proxy Statement as Exhibit A.
If approved by the Corporation's Shareholders, the Plan will provide for
automatic yearly grants of options to purchase 1,000 common shares (subject to
adjustment as provided in the Plan) to each active Non-Employee Director
serving on the Board at the time of the grant who is not an employee of the
Corporation or any of its subsidiaries of affiliates. Each option grant,
having a ten-year term, will permit the holder to purchase shares at their fair
market value on the date the option was granted subject to a vesting
requirement which may be accelerated in the event of a change in control (as
defined in the Plan). Payment for shares to the Corporation will be in cash.
The Plan will expire, unless earlier terminated, on December 31, 2004. In
addition, fifty percent (50%) of each Non-Employee Director's annual retainer
shall be paid in common shares of the Corporation. The remaining fifty
percent (50%) shall be paid in cash.
Option grants under the Plan will be made on the date of the Annual
Shareholders' Meeting of each year commencing at the 1995 Annual Shareholders'
Meeting.
All options will expire ten years after the date of grant, subject to Plan
provisions relating to death, retirement or disability. If a participating
Director terminates service on the Board as the result of disability or death,
previously granted options will continue to become exercisable as described
above but must be exercised within one year of such termination and in any
event within ten years of grant. In the event of mandatory retirement,
14
<PAGE>
previously granted options will continue to become exercisable but must be
exercised within two years of such termination and in any event within ten
years of grant. If a participating Director terminates service on the Board
for any reason other than retirement, disability or death, his or her
outstanding options may be exercised only to the extent that they were
exercisable at the time of such termination and expire six months after such
termination. Each option will be non-assignable and non-transferable other
than by will or the laws of descent and distribution.
An aggregate of 125,000 common shares will be subject to the Plan. Common
shares subject to options that terminate unexercised will be available for
future option grants. Adjustments will be made in the number of kind of shares
subject to the Plan and outstanding options, and in the purchase price of
outstanding options, in the event of any change in the Corporation's
outstanding shares by reason of any stock split or stock dividend,
recapitalization, merger, consolidation, combination or exchange of shares or
other similar corporate change.
Administration
The Plan will be administered by the Compensation Committee of the Board.
The Committee will be authorized to interpret the Plan, establish and amend
rules relating to the Plan and make other determinations necessary or advisable
for the administration of the Plan, but will have no discretion with respect
to the selection of Directors to receive options, the number of common shares
subject to the Plan or to each grant or the purchase price for common shares
subject to option. The Committee will also have no authority to increase the
Plan benefits materially.
The Board of Directors may terminate the Plan at any time or amend it in
whole or in part, except that the provisions specifying amounts, pricing and
timing of grants may not be amended more than once every six months, other than
to comport with specified changes in applicable law. In addition, any
amendment that increases the number of common shares subject to the Plan or to
any option or extends the period during which options may be granted will
require approval by the Corporation's Shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE NON-
EMPLOYEE DIRECTOR STOCK PLAN. Proxies solicited hereby will be voted in favor
of adoption of the Plan unless the Shareholder specifies otherwise.
Approval of this proposed will require the affirmative vote of a majority
of the outstanding common shares of the Corporation, present or represented,
and entitled to vote at the Annual Meeting.
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
Shareholders will be asked to ratify the appointment by the Board of
Directors of Arthur Andersen LLP as independent public accountants for the
Corporation and its subsidiary companies for the year 1995. Arthur Andersen
LLP served in this capacity in 1994, and has been retained by the Corporation
in this capacity since 1933.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE RATIFICATION OF
THE APPOINTMENT BY THE BOARD OF DIRECTORS OF ARTHUR ANDERSEN LLP AS INDEPENDENT
ACCOUNTANTS FOR THE YEAR 1995.
Representatives of Arthur Andersen LLP are expected to be present at the
Annual Meeting. They will have an opportunity to make a statement if they wish
and will be available to respond to any questions at the Annual Meeting. The
Chairman of the Meeting will refer appropriate questions from Shareholders to
the representatives of Arthur Andersen LLP for response.
15
<PAGE>
SHAREHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
The 1996 Annual Meeting of the Shareholders of the Corporation is expected
to be held on April 24, 1996. If any Shareholder wishes a proposal to be
considered for presentation at the 1995 Annual Meeting, such proposal must be
received by the Corporation at its offices at 30 South Wacker Drive, Chicago,
Illinois 60606 not later than November 29, 1995.
OTHER MATTERS
The Board of Directors does not know of any matters to be presented at the
meeting other than those mentioned in the Notice of Annual Meeting of
Shareholders. However, if other matters come before the meeting, it is the
intention of each person named in the accompanying Proxy to vote said Proxy in
accordance with his judgment of such matters.
The Notice of Annual Meeting of Shareholders and Proxy Statement are
hereby sent by order of the Board of Directors.
Chicago, Illinois
March 25, 1995
16
<PAGE>
Exhibit A
JOSLYN CORPORATION
NON-EMPLOYEE DIRECTOR STOCK PLAN
1. Purposes.
The Non-Employee Director Stock Plan (the "Plan") is established to
attract, retain and compensate highly qualified individuals who are not
employees of Joslyn Corporation (the "Company") for service as members of the
Board of Directors ("Non-Employee Directors") and to provide them with an
ownership interest in the Company's common shares. The Plan will be beneficial
to the Company and its Shareholders by allowing these Non-Employee Directors
to have a personal financial stake in the Company through an ownership interest
in the Company's common shares, in addition to underscoring their common
interest with Shareholders in increasing the value of the Company's common
shares over the long term.
2. Effective Date.
The Plan as adopted by the Board of Directors of the Company shall be
effective as of the date it is approved by the holders of at least a majority
of the outstanding common shares of the Company, present or represented, and
entitled to vote at the 1995 Annual Meeting of Shareholders.
3. Administration of the Plan
The Plan shall be administered by the Compensation Committee of the Board
of Directors (the "Committee"). Subject to the provisions of the Plan, the
Committee shall be authorized to interpret the Plan, to establish, amend and
rescind any rules and regulations relating to the Plan, and to make all other
determinations necessary or advisable for the administration of the Plan;
provided, however, that the Committee shall have no discretion with respect
to the eligibility or selection of Non-Employee Directors to receive options
or common shares under the Plan, the number of common shares subject to any
such options, or the purchase thereunder, or the percentage of the annual
retainer to be paid in common shares; and provided further, that the Committee
shall not have the authority to take any action or make any determination that
would materially increase the benefits accruing to Non-Employee Directors under
the Plan. The Committee's interpretation of the Plan, and all actions taken
and determinations made by the Committee pursuant to the powers vested in it
hereunder, shall be conclusive and binding upon all parties concerned including
the Company, its Shareholders and persons granted options or issued common
shares under the Plan. The Chairman of the Board and the Chief Executive
Officer of the Company shall be authorized to implement the Plan in accordance
with its terms and to take or cause to be taken such actions of a ministerial
nature as shall be necessary to effectuate the intent and purposes of this
Plan.
4. Participation in the Plan.
All active members of the Company's Board of Directors who are not as of
the date of any option grant or common share issuance employees of the Company
or any of its subsidiaries or affiliates shall be eligible to participate in
the Plan. Directors emeritus shall not be eligible to participate.
<PAGE>
5. Awards Under the Plan.
Awards under the Plan shall consist of common shares and non-qualified
stock options ("options") to purchase common shares.
6. Terms, Conditions and Form of Option
(a) Option Grant Dates. Options to purchase 1,000 common shares (as
adjusted pursuant to Paragraph 9) shall automatically be granted on the date
of the Annual Shareholders' Meeting of each year, commencing at the 1995 Annual
Shareholders' Meeting, to each person who is a Non-Employee Director
immediately after such meeting, or if later, on the date on which a person is
first elected or begins to serve as a Non-Employee Director other than by
reason of termination of employment. If such person is elected or begins
service as a Non-Employee Director between the date of the Annual Shareholders'
Meeting and October 31 of that year, options to purchase 1,000 common shares
shall automatically be granted on the date of commencement of such services.
If such person is elected or begins service after October 31 of that year but
before the next Annual Shareholders' Meeting, options to purchase 500 common
shares shall automatically be granted on the date of commencement of such
services.
(b) Exercise Price. The exercise price to be paid for any common share
for which an option is exercisable shall be 100% of the fair market value of
such common share on the date the option is granted, which shall be the average
of the high and low price of the common shares on such date as generally
reported on the NASDAQ National Market System.
(c) Exercisability and Term of Options. Each option granted under the
Plan shall become exercisable commencing on the day before the Company's next
Annual Shareholders' Meeting following the date of grant. Each option granted
under the Plan shall expire ten years from the date of grant, and shall be
subject to earlier termination as hereinafter provided. Notwithstanding the
foregoing, (1) any option granted under the Plan shall become exercisable as of
the date of a Change of Control of the Corporation (as set forth in Paragraph
10(e) hereof); and (ii) any option granted under the Plan shall automatically
become exercisable on the date the rights ("Rights") issued pursuant to the
Rights Agreement, dated as of February 10, 1988, between The First National
Bank of Chicago and Joslyn Manufacturing Co. (formerly "Joslyn Corporation"),
and succeeded to by the Company, become exercisable for common shares
("Distribution Date"). In the event an option is exercised within ten days
following the Distribution Date, its exercise shall be effective as of the
day before the Distribution Date unless the optionee specifies a later
effective date.
(d) Termination of Directorship.
1. Disability. Subject to Paragraph 10(e), if the holder of an
option granted under this Plan ceases to be a Director of the Company by reason
of disability, each such option held by such holder shall be exercisable only
to the extent that such option is exercisable on the effective date of such
holder's ceasing to be a Director and may thereafter be exercised by such
holder (or such holder's guardian, legal representative or similar person)
until the earlier to occur of the (i) date which is one year after the
effective date of such holder's ceasing to be a Director and (ii) the
expiration date of the term of such option.
<PAGE>
2. Retirement. Subject to Paragraph 10(e), if the holder of an
option granted under this Plan ceases to be a Director of the Company by reason
of mandatory retirement, each such option held by such holder shall be
exercisable only to the extent that such option is exercisable on the effective
date of such holder's ceasing to be a Director and may thereafter be exercised
by such holder (or such holder's guardian, legal representative or similar
person) until the earlier to occur of the (i) date which is two years after
the effective date of such holder's ceasing to be a Director and (ii) the
expiration date of the term of such option.
3. Death. Subject to Paragraph 10(e), if the holder of an option
granted under this Plan ceases to be a Director of the Company by reason of
death, each such option held by such holder shall be exercisable only to the
extent that such option is exercisable on the date of such holder's death and
may thereafter be exercised by such holder's executor, administrator, legal
representative, beneficiary or similar person, as the case may be, until the
earlier to occur of the (i) date which is one year after the date of death and
(ii) the expiration date of the term of such option.
4. Other Termination. Subject to Paragraph 10(e), if the holder of
an option granted under this Plan ceases to be a Director of the Company for
any reason other than disability, mandatory retirement or death, each such
option held by such holder shall be exercisable only to the extent such option
is exercisable on the effective date of such holder's ceasing to be a Director
and may thereafter be exercised by such holder (or such holder's guardian,
legal representative or similar person) until the earliest to occur of the (i)
date which is six months after the effective date of such holder's ceasing to
be a Director or (ii) the expiration date of the term of such option.
(e) Payment. The option price shall be paid in cash.
7. Award of Shares in Lieu of Retainer Fee
(a) Percentage. Fifty percent (50%) of each Non-Employee Director's
annual retainer fee for service as a member of the Company's Board of Directors
for the ensuing year shall be paid in common shares of the Company. Such
common shares shall be awarded on the date of the Annual Shareholders'
Meeting of each year. The number of shares to be awarded shall be equal to
fifty percent (50%) of the annual retainer fee divided by the fair market value
of a common share as determined in Paragraph 7(b) below. No fractional shares
shall be issued, and the number of shares shall be rounded down to the nearest
whole share and the remaining amount shall be paid in cash. The remaining
fifty percent (50%) of the annual retainer fee shall be paid in cash.
(b) Price. The common shares awarded shall be valued at the average of
the high and low quotations for common shares of the Company on the NASDAQ
National Market System on the date of the award of such common shares to the
Non-Employee Directors.
8. Common Shares Subject to the Plan.
The common shares that will be available under the Plan for issuance upon
the exercise of option or the award of common shares shall not exceed an
aggregate of 125,000 common shares (as adjusted pursuant to Paragraph 9).
Any common shares subject to an option grant which for any reason expires or
is terminated unexercised as to such common shares shall again be available
for issuance under the Plan.
<PAGE>
9. Dilution and Other Adjustment.
In the event of any change in the outstanding shares of Company stock by
reason of any stock split, stock dividend, recapitalization, merger,
consolidation or exchange of shares or other similar corporate change, such
adjustments shall be made in the grants under this Plan, including the exercise
price of outstanding options, as the Committee determines are necessary or
appropriate to preserve the rights of Non-Employee Directors under the Plan,
including, if necessary, any adjustments in the maximum number of shares
referred to in Paragraph 8 of the Plan. Such adjustment shall be conclusive
and binding for all purposes of the Plan.
10. Miscellaneous Provisions.
(a) Rights as Shareholder. A Non-Employee Director shall have no rights
as a holder of Company common shares with respect to option grants hereunder,
unless and until certificates for common shares are issued to the Non-Employee
Director.
(b) Assignment or Transfer. No option granted under the Plan or any
rights or interests therein shall be assignable or transferable by a Non-
Employee Director except by will or the laws of descent and distribution.
During the lifetime of a Non-Employee Director, options granted hereunder are
exercisable only by, and payable only to, the Non-Employee Director.
(c) Agreements. All options granted under the Plan shall be evidenced by
agreements in such form and containing such terms and conditions (not
inconsistent with the Plan) as the Committee shall adopt.
(d) Costs and Expenses. The costs and expenses of administering the Plan
shall be borne by the Company and not charged to any option or to any Non-
Employee Director receiving an option.
(e) Change in Control.
1. Notwithstanding any provision in this Plan or any agreement, in
the event of a Change in Control as defined below in connection with which
the Non-Employee Directors as holders of common shares receive shares of
common stock that are registered under Section 12 of the Securities and
Exchange Act of 1934 ("Exchange Act"), all outstanding options shall
immediately become exercisable in full, and there shall be substituted
for each common share available under this Plan, whether or not then
subject to an outstanding award, the number of class of shares into which
each outstanding common share shall be converted pursuant to such Change
in Control. In the event of any such substitution, the purchase price
per share in the case of an option shall be appropriately adjusted by the
Committee, such adjustments to be made in the case of outstanding options
without a change in the aggregate purchase price.
2. Notwithstanding any provision in this Plan or any agreement, in
the event of a Change in Control in connection with which the Non-
Employee Directors as holders of common shares receive consideration other
than shares of common stock that are registered under Section 12 of the
Exchange Act, each outstanding award shall be surrendered to the Company
by the Non-Employee Director as holder thereof, and each such award shall
immediately be cancelled by the Company, and the holder shall receive,
within ten days of the occurrence of a Change in Control or within ten
days of the approval of the Shareholders of the Company , a cash payment
<PAGE>
from the Company in an amount equal to (i) in the case or an option, the
number of common shares then subject to such option, multiplied by the
excess, if any, of the greater of (A) the highest per share price offered
to Shareholders of the Company in any transaction whereby the Change in
Control takes place or (B) the fair market value of a common share on the
date of occurrence of the Change in Control, over the purchase price per
common share subject to the option. The Company may, but is not required
to, cooperate with any person who is subject to Section 16 of the Exchange
Act to assure that any cash payment in accordance with the foregoing to
such person is made in compliance with Section 16 and the rules and
regulations thereunder.
3. For purposes of the Plan, a "Change in Control" of the Company
shall occur at the earliest of:
i) The acquisition by any entity, person, or group, of
beneficial ownership, as that term is defined in Rule 13d-3 under
the Exchange Act, as amended, of more than 20% of the outstanding
capital stock of the Company entitled to vote for the election of
directors ("voting stock").
ii) The commencement by any entity, person or group (other than
the Company or a subsidiary of the Company) of a tender offer or an
exchange offer for more than 20% of the outstanding voting stock of
the Corporation.
iii) The effective time of (i) a merger or consolidation of the
Company with one or more other companies as a result of which the
holders of the outstanding voting stock of the Company immediately
prior to such merger or consolidation hold less than 60% of the
voting stock of the surviving or resulting company, or (ii) a
transfer of substantially all of the property of the Company other
than to an entity of which the Company owns at least 60% of the voting
stock; or
iv) The election to the Board, without the recommendation or
approval of the incumbent Board, of the lesser of (i) three directors
or (ii) directors constituting a majority of the number of directors
of the Corporation then in office.
11. Amendment and Termination
The Board of Directors of the Company may amend, terminate or suspend the
Plan at any time, in its sole and absolute discretion; provided, however, to
the extent required to qualify the Plan under Rule 16b-3 promulgated under
Section 16 of the Exchange Act, no amendment shall be made more than once
every six months that would change the amount, price or timing of the annual
grants or the common shares issued in lieu of annual retainer fee, the
purchase price of options granted hereunder, determination provisions relating
to options granted hereunder, or the category of persons eligible to receive
grants of options and awards of common shares hereunder, other than to comport
with changes in the Internal Revenue Code of 1986, as amended, or the Employee
Retirement Income Security Act of 1974 or the rules and regulations promulgated
thereunder; and provided, further, to the extent required to qualify the Plan
under Rule 16b-3, no amendment that would (a) materially increase the number
of common shares that may be issued under the Plan, (b) materially modify the
requirements as to eligibility for participation in the Plan, or (c) otherwise
materially increase the benefits accruing to participants under the Plan, shall
be made without the approval of the Company's Shareholders. The Plan (but not
the options previously granted under the Plan) shall in any event terminate on
and no options shall be granted after, December 31, 2004.
<PAGE>
12. Compliance with SEC Regulations.
It is the Company's intent that the Plan comply in all respects with Rule
16b-3 under the Exchange Act and any related regulations. If any provisions
of this Plan are found not to be in compliance with such Rule and regulations,
the provision shall be deemed null and void. All grants and exercises of
options and issuance of shares of common stock under this Plan shall be
executed in accordance with the requirements of Section 16 of the Exchange Act
and regulations promulgated thereunder.
13. Governing Law.
The validity and construction of the Plan and any agreements entered into
thereunder shall be governed by the laws of the State of Illinois.
<PAGE>
(PROXY CARD)
JOSLYN CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
APRIL 26, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints L. G. Wolski and W. M. Koprowski or either of
them with full power of substitution, the proxies of the undersigned, to vote
all of the Common Shares of Joslyn Corporation, which the undersigned may be
entitled to vote at the Annual Meeting of Shareholders to be held in the
Assembly Room, 6th Floor, The Northern Trust Company Building, 50 South
LaSalle Street, Chicago, Illinois 60675 on Wednesday, the 26th of April, 1995
at 10:00 a.m., and at any adjournment thereof, with all the powers the
undersigned would possess if he were personally present, as follows:
Election of Directors: COMMENTS: (change of address)
William E. Bendix _____________________________________________
John H. Deininger _____________________________________________
Richard C. Osborne _____________________________________________
James M. Reed _____________________________________________
Lawrence A. Reed _____________________________________________
Lawrence G. Wolski (If you have written in the above space,
please mark the corresponding box on the
reverse side of this card)
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES,
SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATION. THE PROXIES CANNOT
VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
<PAGE>
___
: X : Please mark your vote
:___: as in this example.
THIS PROXY WILL BE VOTED AS SPECIFIED ON THE OTHER SIDE OF PROXY OR, IF NO
SPECIFICATION IS MADE AS TO THE ELECTION OF DIRECTORS, WILL BE VOTED "FOR" THE
NOMINEES OF THE BOARD OF DIRECTORS NAMED IN THE PROXY STATEMENT (CUMULATIVELY
IF THE PROXIES ABOVE SHALL SO DETERMINE AT THEIR SOLE DISCRETION), AND, IF NO
SPECIFICATION IS MADE AS TO ITEMS (2) AND (3), WILL BE VOTED "FOR".
<TABLE>
<CAPTION>
________________________________________________________________________________________________________________________________
: :
: The Board of Directors recommends a vote "FOR" proposals 1, 2 and 3. :
: :
________________________________________________________________________________________________________________________________
: <S> <C> <C> <C> <C> <C> :
: WITH- :
: FOR HELD FOR AGAINST ABSTAIN :
: ___ ___ ___ ___ ___ ___ :
:1. Election of : : : : 2. Ratification of the appoint- : : : : : : Change of Address/ : : :
: Directors. :___: :___: ment of Arthur Andersen LLP :___: :___: :___: Comments on Reverse Side. :___: :
:(see reverse) as independent public :
: accountants for the year 1995 :
:For, except vote withheld ___ ___ ___ ___ :
:from the following nominee(s): 3. Proposed amendment to Articles : : : : : : Please mark this box if : : :
: of Incorporation to limit the :___: :___: :___: you will personally be :___: :
:_____________________________ personal liability of the attending the meeting. :
: Corporation's directors. :
: :
: 4. In their discretion on such :
: other matters as may properly :
: come before the meeting. :
:_______________________________________________________________________________________________________________________________:
</TABLE>
Please sign exactly as your name appears on this proxy. If you are signing for
estates, trusts, or corporations, title or capacity should be stated. If shares
are held jointly, each holder should sign. Please date, sign and mail this
proxy in the enclosed envelope. No postage is required for mailing in the
United States.
____________________________________________________
1995
____________________________________________________
SIGNATURE(S) DATE
