<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY RULE
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
AMERICAN PRECISION INDUSTRIES INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
AMERICAN PRECISION INDUSTRIES INC.
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies: ____________________________________________________________
(2) Aggregate number of securities to which transaction
applies: ____________________________________________________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how
it was determined): _________________________________________________
(4) Proposed maximum aggregate value of transaction: ____________________
(5) Total fee paid: _____________________________________________________
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ______________________________________________
(2) Form, Schedule or Registration Statement No.: ________________________
(3) Filing Party: ________________________________________________________
(4) Date Filed: __________________________________________________________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
AMERICAN PRECISION INDUSTRIES INC .
2777 WALDEN AVENUE, BUFFALO, NEW YORK
NOTICE OF MEETING OF SHAREHOLDERS
March 22, 1996
The Annual Meeting of Shareholders of American Precision Industries Inc.
will be held at the offices of the corporation at 2777 Walden Avenue, Buffalo,
New York 14225, on Friday, April 26, 1996 at 9:45 a.m. to consider and take
action upon the following matters:
1. Election of three Class II directors for a three-year term, one Class I
director for a two-year term, and one Class III director for a one-year term.
2. Ratification of the selection of Price Waterhouse LLP, independent
public accountants, as auditors for the 1996 fiscal year.
3. Transaction of such other business as may properly come before the
meeting.
All persons who were holders of record of common shares at the close of
business on March 8, 1996, and no others shall be entitled to vote at such
meeting.
James J. Tanous
Secretary
SHAREHOLDERS ARE URGED TO VOTE BY SIGNING, DATING, AND RETURNING THE
ENCLOSED PROXY IN THE ENCLOSED ENVELOPE TO WHICH NO POSTAGE NEED BE AFFIXED IF
MAILED IN THE UNITED STATES.
<PAGE> 3
AMERICAN PRECISION INDUSTRIES INC.
PROXY STATEMENT
This statement is furnished in connection with the solicitation by the
Board of Directors of American Precision Industries Inc. (hereinafter referred
to as "API" or the "Company") of proxies to be used at the Annual Meeting of
Shareholders to be held on April 26, 1996 (the "Meeting").
Every duly signed proxy in the accompanying form which has been received a
reasonable time prior to the start of the Meeting will be voted at the Meeting
unless revoked by the shareholder. Every shareholder giving a proxy has the
power to revoke it at any time before it is exercised. The right to revoke a
proxy is not limited and is not subject to compliance with any formal procedure.
Each common share outstanding at the close of business on March 8, 1996,
will be entitled to one vote. As of March 8, 1996, there were 7,152,646 such
shares outstanding. Only shareholders of record at the close of business on
March 8, 1996, will be entitled to vote at the Meeting. At the Meeting a quorum
will consist of the holders of record of not less than a majority of the
outstanding common shares, present either in person or by proxy. Abstentions and
broker nonvotes will be considered as being present or represented at the
Meeting, but not as votes for or against a nominee or proposal. This proxy
statement and the accompanying form of proxy will be sent to the shareholders on
or about March 22, 1996.
1. ELECTION OF DIRECTORS
The Company's Restated Certificate of Incorporation, as amended, provides
that the number of directors of the Company shall be not less than three and not
more than nine and that the directors shall be divided into three classes,
designated Class I, Class II, and Class III. Each class shall consist, as nearly
as possible, of one-third of the total number of directors constituting the
entire Board of Directors. One class stands for election to a three year term
each year. The Board increased the number of directors from seven to eight on
October 26, 1995 and from eight to nine on February 27, 1996. Three Class II
directors, one Class I director, and one Class III director are to stand for
election at the Meeting. The Class II Directors so elected will serve until the
Company's 1999 Annual Meeting of Shareholders and until their successors are
elected and shall qualify. The Class III and Class I directors will serve until
the Company's Annual Meeting of Shareholders in 1997 and 1998, respectively, and
until their successors are elected and shall
2
<PAGE> 4
qualify. The vote of a plurality of the common shares present or represented by
proxy is required for the election of directors.
The directors recommend a vote FOR the five nominees standing for election
listed below. Unless otherwise instructed, the proxy holders will vote the
proxies received by them FOR these nominees. If any nominee becomes unavailable
for election, the proxy holders will vote the proxies for such other nominee as
the Board may designate to fill the vacancy.
Information regarding nominees standing for election and directors whose
terms continue beyond the Meeting is set forth below:
CLASS II: DIRECTORS STANDING FOR ELECTION FOR A TERM EXPIRING IN 1999
Bernard J. Kennedy, age 64, has been a director since 1987. Mr. Kennedy has
been Chairman, Chief Executive Officer, and President of National Fuel Gas
Company* since 1989 and is Chairman of certain of its subsidiaries. National
Fuel Gas Company and its subsidiaries are engaged in production, purchase,
storage, transportation, and sale of natural gas and in the exploration for and
development of oil and natural gas reserves. He is a member of the Board of
Directors of Merchants Mutual Insurance Company, Associated Electric & Gas
Insurance Services Limited, Marine Midland Banks, Inc., and Marine Midland Bank.
William P. Panny, age 67, has been a director since 1981. Until his
retirement in 1991, Mr. Panny was Chairman and Chief Executive Officer of MLX
Corp., the largest independent distributor of commercial refrigeration and air
conditioning equipment, parts, and supplies, and a leading global manufacturer
of high energy friction products and components used in aircraft brakes and in
clutches, brakes, and transmissions for heavy duty trucks and off-highway
equipment. He is a director of Amerisure, Inc., Amerisure Insurance Company,
Michigan Mutual Insurance Company, and Fruehauf Trailer Corporation.*
Kurt Wiedenhaupt, age 58, has been a director since June 16, 1992. Mr.
Wiedenhaupt became President and Chief Executive Officer of the Company on July
1, 1992. From 1986 to June 30, 1992, Mr. Wiedenhaupt was President and Chief
Executive Officer of AEG Corporation, a North American unit of Daimler-Benz AG
which is engaged in transportation, electronics, industrial equipment and
business systems.
CLASS III: DIRECTOR STANDING FOR ELECTION FOR A TERM EXPIRING IN 1997
Jerre L. Stead, age 53, was appointed a Class III director by the Board on
February 27, 1996. He is a nominee for director at the Meeting for a term
expiring at the Annual Meeting in 1997. On
- ---------------
*Denotes publicly-held company
3
<PAGE> 5
January 1, 1995, Mr. Stead became Chairman and Chief Executive Officer of Legent
Corporation, a computer programming software services firm. He resigned from
that position on August 15, 1995 after the merger of Legent Corporation with
Computer Associates International, Inc. During 1993 and 1994, Mr. Stead was
Chairman and Chief Executive Officer of AT&T Global Information Solutions
(formerly NCR), a provider of information technology services. He also served as
an Executive Vice President of AT&T and a member of AT&T's Management Executive
and Global Operations Committees. From 1991 to 1993, he was President and Chief
Operating Officer of AT&T Global Business Communications Systems. From 1989 to
1991, Mr. Stead was Chairman, President, and Chief Executive Officer of Square D
Co., a manufacturer of industrial control and electrical distribution products.,
Mr. Stead is a director of Armstrong World Industries Inc.*, R.R. Donnelley &
Sons Co.*, Autodesk Inc.,* and TBG Holding NV.
CLASS I: DIRECTOR STANDING FOR ELECTION FOR A TERM EXPIRING IN 1998
Klaus K. Oertel, age 62, was appointed a Class I director by the Board on
October 26, 1995. He is a nominee for director at the Meeting for a term
expiring at the Annual Meeting in 1998. From January 1, 1990 until his
retirement on December 31, 1994, Mr. Oertel was a member of the Board of
Management of AEG A.G., Frankfurt, Germany, a unit of Daimler-Benz AG, in charge
of the world-wide rail systems group. Since his retirement, Mr. Oertel continues
to provide consulting services to the Daimler-Benz group and is the Chairman of
the German High-Speed Train Consortium in Taiwan.
CLASS III: DIRECTORS WHOSE TERMS EXPIRE IN 1997
John M. Albertine, PhD, age 51, has been a director since 1985. In 1990 Dr.
Albertine became Chairman and Chief Executive Officer of Albertine Enterprises,
Inc., an economic forecasting and public policy firm based in Washington, D.C.
Dr. Albertine is also Chairman of JIAN Group Holdings, a full-service mergers
and acquisitions firm. Dr. Albertine was Vice Chairman of Farley, Inc.,
principally a fabric and garment manufacturer, from 1986 until 1990, Vice
Chairman of Fruit of the Loom, Inc. from 1987 until 1990, and Vice Chairman of
West Point Acquisition Corp. and its subsidiary, West Point-Pepperell Inc., from
1989 to 1990. Farley, Inc. became the subject of a reorganization proceeding
under Chapter 11 of the Federal bankruptcy laws in 1991 and emerged from
bankruptcy in December 1992. In 1992, West Point Acquisition Corp. was
financially restructured by exchanging equity for debt forgiveness, as part of a
so-called "pre-packaged" Chapter 11 bankruptcy filing of West Point Acquisition
Corp., and emerged from bankruptcy in September 1992. Dr. Albertine serves on
the Board of Directors of Thermo Electron Corporation* and Bolt Beranek and
Newman, Inc.*
- ---------------
*Denotes publicly-held company
4
<PAGE> 6
Victor A. Rice, age 55, has been a director since 1994. Mr. Rice is
Chairman, Chief Executive Officer, and a director of Varity Corporation*, an
international manufacturer of automotive components and diesel engines, a
position he has held since 1980. Mr. Rice also serves as a director of Louisiana
Land & Exploration Co.*, and International Murex Technologies Corp.*
CLASS I: DIRECTORS WHOSE TERMS EXPIRE IN 1998
Robert J. Fierle, age 73, has been a director since 1947. Mr. Fierle was
President and Chief Executive Officer of API from 1947 until his retirement on
June 30, 1992. Mr. Fierle continues as Chairman, and renders services to the
Company on a part-time basis. He also is a director of Nitta Gelatin NA Inc.
Douglas J. MacMaster, Jr., age 65, has been a director since 1990. Mr.
MacMaster was Senior Vice President of Merck & Co., Inc. from 1988 until his
retirement in 1992. Merck & Co., Inc. is a worldwide research-intensive health
products company that discovers, develops, produces, and markets human and
animal health products and specialty chemicals. Mr. MacMaster is a director of
Martek Biosciences Corp.,* U.S. Bioscience, Inc.*, Noese Technologies, Inc., and
OraVax Inc. He is also a Trustee of Gwynedd-Mercy College and Thomas Jefferson
University.
The Board of Directors has an Audit Committee comprised of Mr. Panny,
Chairman, and Messrs. Kennedy, Oertel, and Rice. The Audit Committee had three
meetings in 1995. It selects auditors (subject to shareholder ratification),
reviews their proposed audit plan and fees, reviews their completed audit, and
reviews their recommendations and the replies of management thereto. The Audit
Committee invites direct access by the auditors for information as to the
Company's accounting practices. The Board also has a Compensation Committee
comprised of Mr. MacMaster, Chairman, Dr. Albertine, Mr. Kennedy, and Mr. Rice.
The Compensation Committee had four meetings in 1995. It submits recommendations
to the Board on all matters relating to the compensation of officers and key
employees. The Board of Directors has no standing nominating committee; the
functions of such a committee are performed by the Board of Directors.
The Board of Directors had five meetings in 1995. All directors attended at
least 75% of the relevant board and committee meetings held during 1995.
Directors (except for Mr. Wiedenhaupt) are entitled to an attendance fee of $750
for each board meeting attended in person and are also entitled to an annual
retainer of $14,000. Members of committees are entitled to $600 for attendance
in person at each meeting. In addition, the Chairmen of the Audit and
Compensation Committees each is entitled to $1,000 per annum.
- ---------------
*Denotes publicly-held company
5
<PAGE> 7
At the 1995 Annual Meeting, the shareholders approved the 1995 Directors
Stock Option Plan (the "Directors Plan") which became effective with respect to
fees payable to directors after June 30, 1995. Under the Directors Plan, an
outside director of the Company may elect to receive options instead of his
annual director's retainer and meeting and chairmanship fees for that year. The
options are granted on the first day of each calendar quarter, which is the date
on which the payment of retainer and meeting fees would otherwise be made in
cash. The number of shares of common stock subject to an option is equivalent to
the amount of director's fees divided by the difference between the fair market
value of a share on the date of grant and the exercise price which is 30% of the
fair market value of a share on the date of grant. Options become exercisable in
full six months after grant and expire ten years after grant, provided that
options may expire earlier as a result of the termination of a director's
service on the board, as follows: if an option has not expired earlier, it will
expire on the fifth anniversary of the director's retirement after age 70, or if
the director dies before that fifth anniversary, the first anniversary of the
director's death; on the first anniversary of the termination of the director's
service on the board by reason of death or disability; or three months after the
termination of the director's service on the board for any other reason. The
exercise price is payable in cash.
All the directors eligible under the Directors Plan, with the exception of
Mr. Fierle, have elected to participate in the Directors Plan for 1995 and 1996.
Mr. Oertel and Mr. Stead have elected to participate in the Directors Plan when
they become eligible in April and September, 1996, respectively.
The options which have been granted to directors under the Directors Plan
on the first day of July and October, 1995 and January, 1996 are set forth in
the following table:
<TABLE>
<CAPTION>
AVERAGE TOTAL
OPTIONS EXERCISE EXERCISE
DIRECTOR GRANTED PRICE PRICE
-------------------------------------------------- ------- -------- --------
<S> <C> <C> <C>
John M. Albertine................................. 1,737 $ 3.44 $ 5,977
Bernard J. Kennedy................................ 1,879 $ 3.45 6,491
Douglas J. MacMaster, Jr.......................... 1,831 $ 3.44 6,300
William P. Panny.................................. 1,817 $ 3.47 6,298
Victor A. Rice.................................... 1,704 $ 3.47 5,911
------- --------
Total................................... 8,968 $ 3.45 $ 30,977
</TABLE>
On each date that options are granted, the combination of the exercise
price of the options granted and the cash fees the director is entitled to
receive but forgoes is equivalent to the market value of the shares of Company
common stock underlying the option on the date of grant.
As of March 15, 1996, none of the options granted under the Directors Plan
had been exercised and, 41,032 shares remained available for the grant of
options under the Directors Plan.
6
<PAGE> 8
The options reflected in the table above were granted in lieu of cash retainers
and meeting fees aggregating $54,300.
Directors with five or more years of continuous service are entitled to a
benefit of $10,000 a year payable over ten years upon retirement, death prior to
retirement, or nonelection to or removal from the Board following an unfriendly
change in control of the Company. In the event of an unfriendly change in
control, the director may opt to receive a lump sum payment equal to the present
value of the periodic payments discounted at a current annuity discount rate.
It is the Board of Directors' belief that it is in the best interest of the
Company that, absent special circumstances, incumbent directors not remain on
the Company's Board beyond the annual meeting of shareholders following their
70th birthday. However, the Board has asked Mr. Fierle, who is the founder of
the Company and has served as a director for 48 years, to continue to serve as a
director through the annual meeting following his 75th birthday, subject to his
reelection by the shareholders, and Mr. Fierle has indicated that he is willing
to continue to serve.
7
<PAGE> 9
SHARE OWNERSHIP OF MANAGEMENT
The following table shows the number of common shares beneficially owned as
of February 29, 1996 by (1) each director and each executive officer named in
the Summary Compensation Table and (2) all directors and executive officers of
API as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
NAME OF INDIVIDUAL BENEFICIAL COMMON SHARES
OR DESCRIPTION OF GROUP OWNERSHIP(1) OUTSTANDING(2)
- --------------------------------------------- -------------------- --------------------
<S> <C> <C>
John M. Albertine............................ 15,391(3)
Robert J. Fierle............................. 1,009,047(4) 14.1%
Bernard J. Kennedy........................... 4,780(3)
Douglas J. MacMaster, Jr..................... 4,996(3)
Klaus K. Oertel.............................. 500
William P. Panny............................. 11,380(3)
Victor A. Rice............................... 999(3)
Jerre L. Stead............................... 5,000
Kurt Wiedenhaupt............................. 141,100(3) 1.9%
James W. Bevevino............................ 61,876(3)
James W. Bingel.............................. 11,270(3)
John M. Murray............................... 34,466(3)
Richard S. Warzala........................... 55,605(3)
All directors and executive officers as a
group, including those named above......... 1,360,242(3) 18.4%
</TABLE>
- ---------------
(1) Each individual has sole voting and investment power over the shares
indicated as owned by that individual unless otherwise noted.
(2) Except for Messrs. Fierle and Wiedenhaupt, each of the directors and
executive officers named in the table owns less than 1% of the common shares
outstanding.
8
<PAGE> 10
(3) The total includes 274,222 shares that executive officers and directors of
API as a group have the right to acquire pursuant to options that are
currently exercisable or become exercisable within the next 60 days, as
shown in the following table:
<TABLE>
<S> <C>
Dr. Albertine......................................... 935
Mr. Kennedy........................................... 999
Mr. MacMaster......................................... 996
Mr. Panny............................................. 1,060
Mr. Rice.............................................. 999
Mr. Wiedenhaupt....................................... 132,393
Mr. Bevevino.......................................... 46,288
Mr. Bingel............................................ 9,740
Mr. Murray............................................ 33,550
Mr. Warzala........................................... 44,662
</TABLE>
(4) Includes 5,000 shares owned by Mr. Fierle's spouse. Mr. Fierle disclaims
beneficial ownership of all such shares.
9
<PAGE> 11
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table shows the number of common shares owned by each person
or "group" known to API to be the beneficial owner of more than 5% of its common
shares.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF COMMON
BENEFICIAL OWNER BENEFICIAL OWNERSHIP SHARES OUTSTANDING
------------------- --------------------- ------------------
<S> <C> <C>
Robert J. Fierle............................. 1,009,047(1) 14.1%
East Aurora, NY 14052
First Carolina Investors, Inc................ 480,800(2) 6.7%
5224 Providence Country Club Drive
Charlotte, NC 28277
Dimensional Fund Advisors Inc................ 434,074(3) 6.1%
1299 Ocean Avenue
Santa Monica, CA 90401
</TABLE>
- ---------------
(1) Includes 5,000 shares owned by Mr. Fierle's spouse. Mr. Fierle disclaims
beneficial ownership of all such shares.
(2) Based on an amended Schedule 13D dated October 31, 1995 filed by Brent D.
Baird, members of the Baird family, and entities owned or controlled by the
Baird family. The filing persons with respect to this Schedule 13D and the
number of shares owned are: (1) First Carolina Investors, Inc., 250,000
shares; (ii) The Cameron Baird Foundation, 169,000 shares; (iii) Aires Hill
Corp., 44,800 shares; (iv) Brian D. Baird, as successor trustee, 7,500
shares; (v) Brent D. Baird, 5,000 shares; (vi) Jane D. Baird, 2,500 shares;
and (vii) David M. Stark, as successor trustee, 2,000 shares.
(3) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 434,074 shares of the
Company's common stock as of December 31, 1995, all of which shares are held
in portfolios of DFA Investment Dimensions Group Inc., a registered open-end
investment company, or in a series of the DFA Investment Trust Company, a
Delaware business trust, or the DFA Group Trust and the DFA Participating
Group Trust, investment vehicles for qualified employee benefit plans, as to
all of which Dimensional serves as investment manager. Dimensional disclaims
beneficial ownership of all such shares.
10
<PAGE> 12
COMPLIANCE WITH SECTION 16(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and officers, and persons who own more than 10% of a registered class
of the Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC") and the New York
Stock Exchange. Directors, officers and greater-than-10% stockholders are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file. Based solely on review of information furnished to the
Company, reports filed through the Company, and written representations that no
Forms 5 were required, the Company believes that all Section 16(a) filing
requirements applicable to its directors, officers and greater-than-10%
beneficial owners were complied with during fiscal 1995, except that James W.
Bevevino, Executive Vice President, sold 1,577 shares of API common stock on
November 13, 1995 and inadvertently failed to report that sale on a timely
basis. The transaction was reported on a Form 5 filed on or about February 1,
1996.
EXECUTIVE OFFICERS
The following is a list of the executive officers of the Company, each of
whom is appointed to serve at the pleasure of the Board.
<TABLE>
<CAPTION>
HAS BEEN AN
EXECUTIVE
NAME AND AGE OFFICES HELD AT API OFFICER SINCE
- -------------------------------- ------------------------------------------ -------------
<S> <C> <C>
Kurt Wiedenhaupt, 58............ President 1992
James W. Bingel, 48............. Vice President-President of Electronic 1991
Components Group
John M. Murray, 62.............. Vice President-Finance and Treasurer 1988
Richard S. Warzala, 42.......... Vice President-President of Motion 1986
Technology Group
</TABLE>
All of the executive officers have been employed by API for more than five
years except for Mr. Wiedenhaupt, who was appointed to his position on July 1,
1992 and Mr. Bingel, who was appointed on December 2, 1991. Prior to joining the
Company, Mr. Wiedenhaupt was employed for 32 years in various positions in
several countries with units of AEG A.G., Frankfurt, Germany, a member of the
Daimler-Benz Group. AEG is a world-wide manufacturer of electric and electronic
products and systems. Mr. Bingel was employed for 12 years in various management
positions with the Aerospace and Aircraft Engine Groups of General Electric
Company prior to joining API.
11
<PAGE> 13
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
The Summary Compensation Table sets forth individual compensation
information for the Chief Executive Officer, the Chairman of the Board, and the
four other most highly compensated executive officers.
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION
COMPENSATION -------------------------
----------------------------------- SECURITIES
OTHER RESTRICTED UNDERLYING
NAME AND ANNUAL STOCK OPTIONS/ ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(4) AWARD(S)($) SARS (#) COMPENSATION(5)
- -------------------------- ----- -------- -------- --------------- ----------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Kurt Wiedenhaupt
President and CEO(1).... 1995 $293,335 $252,165 $36,000 30,000 $76,308
1994 273,338 73,640 $54,230 0 25,000 65,425
1993 260,000 0 0 0 63,786
Robert J. Fierle
Chairman(2)............. 1995 117,750 0 64,992 49,343
1994 117,750 0 69,942 51,702
1993 117,750 0 49,172 53,835
James W. Bevevino
Executive Vice
President-
Operations(3)........... 1995 196,335 89,551 18,000 42,303
1994 184,336 45,000 18,000 46,983
1993 175,000 0 18,000 17,713
James W. Bingel
Vice President.......... 1995 108,001 44,534 8,000 1,894
1994 101,335 45,853 5,000 1,013
1993 96,001 0 4,000 960
John M. Murray
Vice President-Finance
and Treasurer........... 1995 133,201 56,350 8,000 33,273
1994 126,400 17,042 8,000 28,947
1993 120,000 0 7,500 20,847
Richard S. Warzala
Vice President.......... 1995 127,001 68,193 12,000 9,432
1994 110,667 30,000 5,000 12,742
1993 92,000 0 4,000 5,903
</TABLE>
- ---------------
(1) Mr. Wiedenhaupt became President and CEO on July 1, 1992. The terms of his
employment contract are described on page 16 herein. In addition to the
bonus earned under the EVA Incentive Compensation Plan described elsewhere
herein for his performance in 1995, the
12
<PAGE> 14
1995 bonus for Mr. Wiedenhaupt shown in the table above includes a special
bonus of $35,000 awarded by the Board of Directors in April 1995 for his
performance in 1994.
(2) Mr. Fierle served as President and CEO until June 30, 1992 and has continued
as a part-time employee since that date under a contract described on page
17 herein. Salary for Mr. Fierle includes director fees of $17,750 in each
of the years 1995, 1994, and 1993.
(3) Effective February 1, 1996, James W. Bevevino retired pursuant to an Early
Retirement Agreement with the Company. Under that agreement, Mr. Bevevino
will be retained as a consultant to the Company during 1996 for which he
will be compensated a total of $200,000. Mr. Bevevino also received a
one-time payment of $25,000 to defray certain benefit costs during the
consultancy.
(4) Other Annual Compensation for Messrs. Wiedenhaupt (except 1994), Bevevino,
Bingel, Murray, and Warzala does not exceed the lesser of $50,000 or 10% of
total salary and bonus.
(5) All Other Compensation for fiscal 1995 includes (i) accruals for the
Company's supplemental benefit program which will not be offset by benefits
under the split-dollar life insurance program (both of which are described
below), (ii) amounts paid to and on behalf of Mr. Wiedenhaupt under the
Pension Benefit Restoration Plan adopted by the Company in 1994 and
described under Salaried Employee Retirement Income Plan below, (iii) the
actuarial value of premium payments made by the Company allocable to the
executive officer's death benefit under the split-dollar life insurance
program, combined with compensation paid in connection with premium payments
made by the executive officer, and the value of Mr. Fierle's term insurance
coverage under split-dollar insurance policies determined under relevant
Internal Revenue Service regulations, and (iv) Company contributions to the
401(k) Retirement Savings Plan for Salaried Employees (which equal 25% of
that portion of the employee's contribution which does not exceed 6% of such
employee's total pay for the year). The amounts for each individual were as
follows:
<TABLE>
<CAPTION>
PENSION
SUPPLEMENTAL BENEFIT 401(K)
BENEFIT RESTORATION SPLIT-DOLLAR COMPANY
PROGRAM PLAN PROGRAMS CONTRIBUTION TOTAL
------------ ----------- ------------ ------------ -------
<S> <C> <C> <C> <C> <C>
Kurt Wiedenhaupt........... $ 0 $ 9,913 $ 64,085 $2,310 $76,308
Robert J. Fierle........... 40,534 0 8,809 0 49,343
James W. Bevevino.......... 0 0 39,993 2,310 42,303
James W. Bingel............ 0 0 0 1,849 1,849
John M. Murray............. 10,321 0 20,869 2,083 33,273
Richard S. Warzala......... 0 0 7,373 2,059 9,432
</TABLE>
13
<PAGE> 15
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table provides information on grants of stock options made
during the 1995 fiscal year to the executive officers named in the Summary
Compensation Table.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------
% OF
NUMBER OF TOTAL POTENTIAL REALIZABLE
SECURITIES OPTIONS/ VALUE AT ASSUMED
UNDERLYING SARS EXERCISE ANNUAL RATES OF STOCK
OPTIONS/ GRANTED TO OR PRICE APPRECIATION
SARS EMPLOYEES BASE FOR OPTION TERM (2)
GRANTED IN FISCAL PRICE EXPIRATION ---------------------
NAME (#) (1) YEAR ($/SH) DATE 5% ($) 10% ($)
- ------------------------------- ---------- ----------- -------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Kurt Wiedenhaupt............... 30,000 14.2% $ 9.00 4-26-05 $169,800 $430,200
James W. Bevevino.............. 18,000 8.5 9.00 4-26-05 101,880 258,120
James W. Bingel................ 8,000 3.8 9.00 4-26-05 45,280 114,720
John M. Murray................. 8,000 3.8 9.00 4-26-05 45,280 114,720
Richard S. Warzala............. 12,000 5.7 9.00 4-26-05 67,920 172,080
</TABLE>
- ---------------
(1) All of the options reflected in the table are ten year options and become
exercisable at the rate of 20% per year beginning on the first anniversary
of the date of grant.
(2) These amounts represent certain assumed rates of appreciation only. At an
assumed annual rate of appreciation of 5%, $9.00 would increase to $14.66
and at 10% would increase to $23.34. Actual gains, if any, on stock option
exercises are dependent on the future performance of the Company's common
stock and overall market conditions. There can be no assurance that the
amounts reflected in this table will be achieved.
14
<PAGE> 16
FISCAL YEAR-END OPTION/SAR VALUES
The following table summarizes information with respect to option exercises
and unexercised stock options and stock appreciation rights ("SARs") held by the
executive officers named in the Summary Compensation Table at the end of the
1995 fiscal year.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
SHARES 12/29/95 (#) 12/29/95 ($)
ACQUIRED VALUE
ON REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE ($) UNEXERCISABLE UNEXERCISABLE
-------------------------------- -------- -------- ------------- --------------
<S> <C> <C> <C> <C>
Kurt Wiedenhaupt................ 3,607 $ 19,839 151,393 $481,177
150,000 476,750
James W. Bevevino............... 15,488 60,284 31,088 98,809
50,000 158,917
James W. Bingel................. 1,060 7,023 5,740 18,244
16,200 51,489
John M. Murray.................. 0 0 32,663 103,812
24,900 79,140
Richard S. Warzala.............. 0 0 38,863 123,518
20,600 65,474
</TABLE>
SALARIED EMPLOYEE RETIREMENT INCOME PLAN
Executive officers of the Company are covered by the Salaried Employee
Retirement Income Plan (the "Plan"). Normal retirement age under the Plan is 65.
The normal monthly retirement benefit is equal to 1% of average monthly base
earnings multiplied by the years of credited service. Average monthly base
earnings is determined from the highest continuous five years out of the last
ten years worked prior to retirement. The normal monthly retirement benefit is
reduced by 1/2 of 1% for each month between the date benefits begin and the
participant's normal retirement date in the case of early retirement. Benefits
are not subject to any reduction for Social Security payments or other offset
amounts.
The table set forth below illustrates representative annual retirement
benefits for various levels of compensation and periods of service under the
Plan.
15
<PAGE> 17
<TABLE>
<CAPTION>
AVERAGE ANNUAL
EARNINGS (HIGHEST
CONTINUOUS 5 OF ESTIMATED ANNUAL RETIREMENT BENEFITS
LAST BASED ON CREDITED YEARS OF SERVICE INDICATED
10 YEARS PRIOR TO -------------------------------------------------------
RETIREMENT) 10 15 20 25 30
- ----------------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
$ 50,000 $ 5,000 $ 7,500 $10,000 $12,500 $15,000
100,000 10,000 15,000 20,000 25,000 30,000
150,000 15,000 22,500 30,000 37,500 45,000
or more
</TABLE>
Under the Omnibus Budget Reconciliation Act of 1993 ("OBRA"), the amount of
annual earnings which can be utilized in determining benefits under the Plan was
reduced from $235,840 to $150,000. This change significantly reduces the
retirement benefits under the Plan for Mr. Wiedenhaupt. In 1994, the Company
adopted a Pension Benefit Restoration Plan pursuant to which the Company will
make annual payments under a flexible deposit annuity contract for Mr.
Wiedenhaupt and reimburse him for his income taxes on the annuity payments. Upon
retirement, the annuity contract will provide benefits equal to the benefits
lost due to the enactment of OBRA. By way of illustration, an employee covered
by the Pension Benefit Restoration Plan retiring with 30 years of credited
service and Average Annual Earnings of $200,000 would be entitled to an annual
retirement benefit of $60,000, $45,000 of which would be provided by the Plan
and $15,000 of which would be provided through an annuity contract under the
Pension Benefit Restoration Plan.
The credited years of service on December 30, 1995 for the persons named in
the Summary Compensation Table are as follows: Mr. Wiedenhaupt -- 3 years; Mr.
Bevevino -- 17 years; Mr. Bingel -- 4 years; Mr. Warzala -- 19 years; and Mr.
Murray -- 7 years. The current compensation covered by the Plan, which excludes
bonus earnings, is reflected in the "Salary" column of the Summary Compensation
Table, subject to the aforementioned limit under OBRA. Messrs. Fierle and
Bevevino retired from full-time employment on July 1, 1992 and February 1, 1996,
respectively, with 30 years and 17 years of credited service under the Plan, and
Mr. Fierle began receiving retirement benefits thereunder.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT
AND CHANGE-IN-CONTROL ARRANGEMENTS
Mr. Wiedenhaupt was employed as President and Chief Executive Officer
effective July 1, 1992 and entered into an employment agreement (the "Employment
Agreement") for the five-year period ending June 30, 1997 (the "Employment
Period"). The Employment Agreement provides for an annual salary of not less
than $260,000 and entitles Mr. Wiedenhaupt to participate in the Company's bonus
and other benefit plans. Upon retirement at age 65, Mr. Wiedenhaupt will be
entitled to a supplemental retirement benefit of $100,000 per year over
16
<PAGE> 18
15 years, which vests 10% each year. This benefit is secured by a life insurance
policy with a death benefit of $1.5 million payable to Mr. Wiedenhaupt's
beneficiary. If the Employment Agreement is terminated by the Company (other
than for cause or by reason of Mr. Wiedenhaupt's death or disability) or by him
after a change in control of the Company, he will be entitled to receive all
unpaid salary and bonuses for the balance of the Employment Period, his
supplemental retirement benefit, his vested benefits under other plans and
one-half of his average annual bonus, subject to certain limitations. These
amounts will be paid on the dates they would have been paid if his employment
had not been terminated unless the Company (or, if there has been a change in
control, Mr. Wiedenhaupt) elects for them to be paid in a discounted lump sum.
To provide a smooth transition from the leadership of Mr. Fierle to Mr.
Wiedenhaupt and to retain Mr. Fierle's services, the Company entered into an
agreement with Mr. Fierle effective upon his retirement as Chief Executive
Officer and President through the date of the Company's annual shareholders'
meeting in 1997. Under that agreement he serves as Chairman of the Board and as
a part-time employee, at an annual salary of $100,000 plus the benefits he had
been receiving prior to retirement, and the Company pays him $6,500 per month
over ten years under his supplemental benefit program.
Messrs. Warzala and Murray are participants in a supplemental benefit
program that provides an annual amount equal to 20% of current salary payable
over a 15 year period upon retirement at age 65, death or total disability prior
to retirement, or involuntary termination following an unfriendly change in
control of the Company. In the event of an unfriendly change in control, the
participant becomes fully-vested and may opt to receive a lump sum payment equal
to the present value of the periodic payments discounted at a current annuity
discount rate. Participants are also eligible to receive benefits in the event
of involuntary termination without an unfriendly change in control according to
a vesting schedule that provides 50% vesting after ten years of service,
increasing 5% for each year of service thereafter. The benefits payable under
this program are subject to offset by the amount of the cash surrender value of
split-dollar life insurance policies purchased by the Company under a separate
program. Under this program, the Company will recover all premiums paid by it
upon the earlier to occur of the policy's maturity or the participant's death.
If a participant's employment is terminated, the Company will recover most or
all of the prior cash premiums, depending on the number of years the
split-dollar contract was in effect.
17
<PAGE> 19
PERFORMANCE GRAPH
The following performance line graph compares the cumulative total
shareholder return on an investment in the Company's common stock over the past
five years with the total return on the stocks comprising the Media General
Composite Index ("Composite Index") and with the total return on the stocks
comprising the Dow Jones diversified industrial manufacturing company index
("Industrials Index"). The data for the graph was furnished by Media General
Financial Services and Dow Jones & Company, Inc. The line graph assumes an
investment of $100 in API stock on December 28, 1990 and the reinvestment of
quarterly cash dividends at the closing price of API stock on the ex-dividend
date. Calculations for the Composite and Industrials Indexes are made in a
similar fashion.
<TABLE>
<CAPTION>
Measurement Period COMPOSITE INDUSTRIALS
(Fiscal Year Covered) API INDEX INDEX
--------------------- --- --------- -----------
<S> <C> <C> <C>
1990 100 100 100
1991 56.5 129.1 124.2
1992 54.6 134.3 144.5
1993 47.4 154.1 176.5
1994 58.5 152.8 161.9
1995 86.0 198.2 212.0
</TABLE>
The 1991 decline in return on the Company's stock occurred within a ten-day
period in which the stock price declined 49% on unusually heavy selling which
appears to have been contributed to by margin calls on brokerage accounts
managed by a party unaffiliated with the Company.
18
<PAGE> 20
BOARD COMPENSATION COMMITTEE REPORT*
The Compensation Committee of the Board of Directors (the "Committee") is
composed entirely of independent outside directors. The Committee is responsible
for setting and administering the policies which govern annual compensation,
bonus plans, and stock ownership programs.
The Committee annually evaluates API's corporate performance and
compensation and share ownership programs as compared with industrial companies
reasonably similar in size, product content, profitability, return on equity,
and sound financial condition. Such data are gathered from consultant surveys
and, where available, published statistics and surveys. The Company's annual
compensation programs are designed to strike a reasonable balance between
competitive base salaries and a performance-oriented incentive system which does
not reward employees unless targeted goals are reached, and pay is increasingly
better as profit pools are created.
The Committee approved salary increases for the executive officers of the
Company for the year beginning May 1, 1995 based on the Committee's evaluation
of each officer's performance, the performance of the officer's operating
divisions, and the overall performance of the Company. Mr. Wiedenhaupt's base
annual salary is determined by his Employment Agreement with the Company. The
Committee, with the approval of the Board of Directors, can determine, in its
discretion, to increase Mr. Wiedenhaupt's salary. At its meeting in April 1995,
the Committee reviewed Mr. Wiedenhaupt's performance for the prior year, with
particular attention given to the progress made by the Company in the
development and execution of its growth strategy, the Company's earnings and its
return on equity. Based on this evaluation, the Committee increased his base
salary from the $280,000 to $300,000 effective May 1, 1995. In addition, based
on this same evaluation, the Committee granted Mr. Wiedenhaupt a special bonus
comprised of $35,000 in cash and 4,000 shares of common stock subject to certain
restrictions as to sale or transfer for a period of five years or until Mr.
Wiedenhaupt's death or termination of employment, if sooner. At the time the
restricted stock was granted, the shares had a market value of $36,000. The
Committee also granted Mr. Wiedenhaupt options to purchase 30,000 shares of the
Company's common stock at the closing price of the Company's common stock on the
New York Stock Exchange on the date of grant. It is the Committee's intent that
any future increase in Mr. Wiedenhaupt's salary will be based on the Company's
earnings and economic value added
- ---------------
*The Report of the Compensation Committee shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under either the Securities Act of 1933, as amended,
or the Securities Exchange Act of 1934, as amended (together, the "Acts"),
except to the extent that the Company specifically incorporates such report by
reference; and further, such report shall not otherwise be deemed
filed under the Acts.
19
<PAGE> 21
("EVA") criteria, as well as his role in the continued development and
successful execution of the Company's growth strategy.
As indicated above, in April 1995, the Committee granted stock options to
the chief executive officer, as well as to other executive officers and other
selected key employees. In determining the size of the grants for the executive
officers, the Committee assessed their individual performance, contributions to
the business and relative levels of responsibility.
For 1995, the Company adopted the EVA Incentive Compensation Plan (the "EVA
Plan") to replace both the Corporate and Division Incentive Compensation Plans
which were in effect for 1994.
One purpose of the EVA Plan is to provide incentives for plan participants
to strive for the enhancement of shareholder value through the achievement of
the Company's strategic plan objectives. The EVA Plan is also a critical feature
of the Company's program to shift a portion of employee compensation from fixed
to variable so that, over time, the variable component (i.e. EVA incentive
compensation) of employee compensation will become more significant in relation
to the fixed component (i.e. base salary or wages). All employees are eligible
to participate in the EVA Plan, except employees subject to collective
bargaining agreements and employees compensated under separate sales incentive
or commission programs. For 1995, approximately 425 employees participated in
the EVA Plan.
EVA is the amount by which the net operating profit after tax of a business
unit exceeds the weighted average cost of capital relative to the average
capital employed by that business unit.
Each EVA Plan participant has a Target Bonus based on a percentage of the
participant's base compensation during the Plan Year. Percentages are
established in the EVA Plan for various levels of responsibility within the
business units.
Each operating unit and the Company as a whole ("Units") had an EVA Target
for 1995 approved by the Compensation Committee of the Board. Actual 1995 EVA
results compared to the EVA Target establishes the percentage of the Target
Bonus earned by the EVA Plan participants. If EVA for a Unit exceeds the EVA
Target for the Plan Year, the Target Bonus for the participants in that Unit
will be increased by the same percentage that EVA exceeds the EVA Target. If EVA
for a Unit falls short of the EVA Target for the Plan Year, the Target Bonus
will be reduced by 1.5% for each percentage point that the EVA shortfall bears
to the EVA target.
The bonuses earned by EVA Plan participants whose Target Bonus percentage
is 15% or more (hereinafter referred to as "Bank Employees") are subject to
discretionary adjustment not to exceed plus or minus 15% of the formula bonus.
The bonus awards for Bank Employees in operating Units will be determined by
subjecting 80% of their Target Bonus to EVA performance of their Unit and 20% of
their Target Bonus to total Company EVA performance.
20
<PAGE> 22
The bonuses earned by EVA Plan participants who are not Bank Employees are
aggregated in a bonus pool for the Unit and allocated among the eligible
participants in the discretion of the Unit's general manager, subject to review
by the Compensation Committee. The bonus award allocations made to participants
who are not Bank Employees will be paid in full on or about March 15 following
the end of the Plan Year.
Bonus awards to Bank Employees for 1995, the first year the EVA Plan, were
paid on or about March 15, 1996 up to the amount of their Target Bonus plus 50%
of the excess, if any, above the Target Bonus. If the 1995 Bonus award for any
Bank Employee exceeds the Target Bonus, 50% of such excess will be applied to an
account maintained on the Company's books for that employee ("Bank Account").
All bonus awards in 1996 and thereafter will be added to the employee's Bank
Account. If the amount in the Bank Account after adding the prior year's bonus
award is equal to or less than the employee's Target Bonus, then the entire
"Bank Account" balance will be paid to the employee on or about March 15 in the
year following the Plan Year. If the Bank Account balance exceeds the Target
Bonus, the employee will be paid the Target Bonus plus one-half such excess. An
employee can have a negative bonus which will reduce the employee's Bank Account
or create a negative balance in this Bank Account which must be offset by
positive bonuses in the future before any bonus payment will be made from the
bank.
The Committee intends that, whenever reasonably possible, compensation paid
to its managers, including its executive officers, should be deductible for
federal income tax purposes. All compensation paid to or earned by the executive
officers in fiscal 1995 was deductible for federal income tax purposes.
Submitted by the Compensation Committee of the Company's Board of
Directors:
Douglas J. MacMaster, Jr., Chairman
John M. Albertine
Bernard J. Kennedy
Victor A. Rice
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
There are no "Compensation Committee interlocks" or "insider participation"
which the SEC regulations would require to be disclosed in this proxy statement.
21
<PAGE> 23
2. RATIFICATION OF THE SELECTION
OF INDEPENDENT PUBLIC ACCOUNTANTS
At the Meeting a vote of the shareholders will be taken for the
ratification of the selection of the firm of Price Waterhouse LLP, independent
public accountants, as auditors for the fiscal year ending January 3, 1997.
Representatives of the firm are expected to be present at the Meeting, be
available to respond to appropriate questions, and have the opportunity to make
a statement if they so desire.
SHAREHOLDER PROPOSALS
Proposals of shareholders to be presented to the 1997 annual meeting must
be received by API on or before November 22, 1996, for possible inclusion in the
proxy statement and form of proxy relating to that meeting.
OTHER BUSINESS WHICH MAY PROPERLY COME BEFORE THE MEETING
Management is not aware that any other matters will be presented for action
at the Meeting. If, however, other matters do properly come before the Meeting,
it is the intention of the persons named in the proxy to vote the proxy in
accordance with their best judgment on such matters.
COST OF PROXY SOLICITATION
The cost of preparing, assembling and mailing proxy statements and other
material furnished to shareholders in connection with the solicitation of
proxies will be borne by API. API has retained Regan & Associates, Inc., a proxy
soliciting firm, to assist in the solicitation of proxies. The fee for these
services will be approximately $4,250, plus expenses. Arrangements will be made
with brokerage houses, nominees, fiduciaries, and other custodians to send
proxies and proxy material to beneficial owners of API's common shares, and API
will reimburse them for their expenses in so doing. Proxies may be solicited
personally or by telephone, fax, or mail by directors, officers, and regular
employees of API without additional compensation for such services.
By order of the Board of Directors
JAMES J. TANOUS
Secretary
March 22, 1996
22
<PAGE> 24
<TABLE>
<S> <C> <C>
P AMERICAN PRECISION INDUSTRIES INC.
R PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
O THE COMPANY FOR THE ANNUAL MEETING APRIL 26, 1996.
X The undersigned hereby constitutes and appoints John M. Murray and Richard S. Warzala, and each
Y of them, proxies with full power of substitution to vote for the undersigned all shares of
common stock of American Precision Industries Inc. which the undersigned would be entitled to
vote if personally present at the annual meeting of shareholders to be held on April 26, 1996,
and at any adjournment thereof, upon the matters described in the accompanying Proxy Statement
and upon any other business that may properly come before the meeting or any adjournment
thereof. Said proxies are directed to vote or refrain from voting as indicated in this proxy,
and otherwise in their discretion.
Election of Directors, Nominees: (change of address)
CLASS II (THREE YEAR TERM) --------------------------------------
BERNARD J. KENNEDY, WILLIAM P. PANNY, KURT WIEDENHAUPT --------------------------------------
--------------------------------------
CLASS I (TWO YEAR TERM) --------------------------------------
KLAUS K. OERTEL (If you have written in the above
space, please mark the corresponding
CLASS III (ONE YEAR TERM) box on the reverse side of this card.)
JERRE L. STEAD
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' RECOMMENDATIONS.
THE PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
SEE REVERSE
SIDE
</TABLE>
<PAGE> 25
<TABLE>
<S> <C> <C>
[X] PLEASE MARK YOUR SHARES IN YOUR NAME
VOTES AS IN THIS
EXAMPLE.
1. Election of FOR WITHHELD 2. Ratification of FOR AGAINST ABSTAIN
Directors [ ] [ ] the selection [ ] [ ] [ ]
(see reverse) of Price Water-
house as in-
dependent
For, except vote withheld from the following nominee(s): auditors for
the 1996
________________________________________________________ fiscal year.
Change
of [ ]
Address
SIGNATURE(S) ____________________________________________________ DATE ______________
SIGNATURE(S) ____________________________________________________ DATE ______________
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
</TABLE>
