<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
(AMENDMENT NO. )
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 Section 240.14a-11(c) or Section 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] No fee required.
[ ] 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 wasdetermined):______________
(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 25, 1997
The Annual Meeting of Shareholders of American Precision Industries Inc.
will be held at the Albright-Knox Art Gallery, 1285 Elmwood Avenue, Buffalo, New
York on Friday, April 25, 1997 at 3:00 p.m. to consider and take action upon the
following matters:
1. Election of two Class III directors for a three-year term and one Class
I director for a one-year term.
2. Ratification of the selection of Price Waterhouse LLP, independent
public accountants, as auditors for the 1997 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 7, 1997, 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 25, 1997 (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 7, 1997,
will be entitled to one vote. As of March 7, 1997, there were 7,317,427 such
shares outstanding. Only shareholders of record at the close of business on
March 7, 1997, 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 25, 1997.
1. ELECTION OF DIRECTORS
The Company's Certificate of Incorporation 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 of Directors currently consists of nine directors. One Class I
director, Robert J. Fierle, who will be 75 years of age on April 14, 1997, will
retire from the Board immediately prior to the Meeting. The Board of Directors
has set the number of directors at eight, effective at the time of the Meeting,
and has nominated a Class III director, John M. Albertine, PhD, whose current
term expires in 1997, to fill Mr Fierle's term which expires in 1998. Dr.
Albertine will stand for election at the Meeting as a Class I director to serve
until the Company's Annual
2
<PAGE> 4
Meeting of Shareholders in 1998, and until his successor is elected and shall
qualify. In addition, two Class III directors are to stand for election at the
Meeting. The Class III Directors so elected will serve until the Company's
Annual Meeting of Shareholders in the year 2000 and until their successors are
elected and shall qualify.
The Company has reached an agreement in principle with Inter Scan Holding
Ltd ("Inter Scan"), a Swiss holding company, to acquire from Inter Scan all of
Inter Scan's shares of Portescap SA, a European manufacturer of micro-motors
which has its principal operations in Switzerland. In connection with this
proposed acquisition, the Company may be required to nominate a representative
of Inter Scan, who must be acceptable to the Company, to a three-year term on
the Board of Directors. Under the preliminary agreement with Inter Scan, the
representative of Inter Scan would be entitled to continue to hold that
three-year term provided that Inter Scan's holdings of the Company's stock
during that three-year period represent at least 10% of the Company's common
stock. This proposed acquisition may require the Company to amend its
Certificate of Incorporation to increase the number of shares of common stock
available for issuance. In that regard the Company will hold a special meeting
of shareholders to approve that amendment. At that time, unless the Company has
already completed the acquisition and appointed Inter Scan's representative to
the Board, the Board of Directors would increase the number of directors from
eight to nine, designate that newly created vacancy as a Class III position with
a term expiring in the year 2000, and nominate the representative of Inter Scan
as a Class III director for election to the Board of Directors. If the proposed
acquisition of Portescap does not occur, the Board position will remain vacant
subject to the Board of Directors' right to fill a new or existing vacancy
between shareholder meetings.
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 three 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 III: DIRECTORS STANDING FOR ELECTION FOR A TERM EXPIRING IN 2000
Victor A. Rice, age 56, has been a director since 1994. Mr. Rice is the
Chief Executive Officer and a director of LucasVarity plc*, an international
manufacturer and supplier of products,
- ---------------
*Denotes publicly-held company
3
<PAGE> 5
systems, and services to the automotive, diesel engine, and aerospace
industries. From 1980 until 1996, Mr. Rice was Chairman and Chief Executive
Officer of Varity Corporation. Mr. Rice also serves as a director of Louisiana
Land & Exploration Co.*, and International Murex Technologies Corp.*
Jerre L. Stead, age 54, has been a director since February 27, 1996. On
September 1, 1996 Mr. Stead became Chairman and Chief Executive Officer of
Ingram Micro Inc., a distributor of technology products and services. On 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
Executive 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.*, TBG Holding NV, and
TJ International, Inc.
CLASS I: DIRECTOR STANDING FOR ELECTION FOR A TERM EXPIRING IN 1998
John M. Albertine, PhD, age 52, 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 and Vice
Chairman of Fruit of the Loom, Inc. from 1987 until 1990. Dr. Albertine serves
on the Board of Directors of Thermo Electron Corporation*, BBN, Inc.*, and
Intermagnetics General Corporation*.
CLASS I: DIRECTORS WHOSE TERMS EXPIRE IN 1998
Douglas J. MacMaster, Jr., age 66, 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.,
OraVax Inc., and Flamel Technologies, S.A. He is also a Trustee of Thomas
Jefferson University.
- ---------------
*Denotes publicly-held company
4
<PAGE> 6
Klaus K. Oertel, age 63, has been a director since October 26, 1995. 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.
CLASS II: DIRECTORS WHOSE TERMS EXPIRE IN 1999
Bernard J. Kennedy, age 65, 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 68, has been a director since 1981. Until his
retirement in 1991, Mr. Panny was Chairman and Chief Executive Officer of MLX
Corp., an independent distributor of commercial refrigeration and air
conditioning equipment, parts, and supplies, and a 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, and Michigan Mutual
Insurance Company.
Kurt Wiedenhaupt, age 59, has been a director since 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.
There are four standing committees of the Board of Directors: Audit,
Compensation, Finance, and Nominating. The Audit Committee, which is comprised
of Mr. Panny, Chairman, and Mr. Kennedy and Mr. Oertel, had three meetings in
1996. 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 Compensation Committee, which is comprised of Mr.
MacMaster, Chairman, Dr. Albertine, Mr. Rice, and Mr. Stead, had four meetings
in 1996. It submits recommendations to the Board on all matters relating to the
compensation of officers and key employees. The Finance Committee, comprised of
Mr. Kennedy, Chairman, and Dr. Albertine, Mr. Oertel and
- ---------------
* Denotes publicly-held company
5
<PAGE> 7
Mr. Wiedenhaupt, held five meetings during 1996. It reviews the Company's plans
for financing acquisitions and capital expenditures. The Nominating Committee,
comprised of Mr. Stead, Chairman, and Dr. Albertine, Mr. Panny, and Mr.
Wiedenhaupt was formed in October 1996 and held its first meeting in February
1997.
The Board of Directors had seven meetings in 1996. All nominees and
incumbent directors whose terms will continue after the Meeting attended at
least 75% of the relevant board and committee meetings held during 1996, except
for Mr. Rice who attended 45% of such meetings.
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. Effective January 1, 1997, the annual retainer was
increased to $16,000. Members of committees are entitled to $600 for attendance
in person at each meeting. In addition, the Chairmen of the Audit, Compensation,
Finance and Nominating Committees each is entitled to $1,000 per annum.
At the 1995 Annual Meeting, the shareholders approved the 1995 Directors
Stock Option Plan (the "1995 Directors Plan") which became effective with
respect to fees payable to directors after June 30, 1995. Under the 1995
Directors Plan, a nonemployee 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 1995 Directors Plan have elected to
participate in the 1995 Directors Plan from the respective dates of their
eligibility.
6
<PAGE> 8
The options which have been granted to directors under the 1995 Directors
Plan are set forth in the following table:
<TABLE>
<CAPTION>
TOTAL AVERAGE
OPTIONS EXERCISE EXERCISE
DIRECTOR GRANTED PRICE PRICE
-------------------------------------------------- ------- -------- --------
<S> <C> <C> <C>
John M. Albertine................................. 4,212 $ 16,090 $ 3.82
Bernard J. Kennedy................................ 4,564 17,414 $ 3.82
Douglas J. MacMaster, Jr.......................... 4,090 15,545 $ 3.80
Klaus K. Oertel................................... 1,900 8,121 $ 4.27
William P. Panny.................................. 4,145 15,787 $ 3.81
Victor A. Rice.................................... 3,567 13,499 $ 3.78
Jerre L. Stead.................................... 858 3,964 $ 4.62
------ -------
Total........................................... 23,336 $ 90,420 $ 3.87
</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 7, 1997, none of the options granted under the 1995 Directors
Plan had been exercised and 26,664 shares remained available for the grant of
options under the 1995 Directors Plan. The options reflected in the table above
were granted in lieu of cash retainers and meeting fees aggregating $212,800.
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, absent special circumstances such as directorships that are part of an
acquisition like the proposed Portescap acquisition, that incumbent directors
not remain on the Company's Board beyond the annual meeting of shareholders
following their 70th birthday. However, the Board asked Mr. Fierle, who is the
founder of the Company and has served as a director for 49 years, to continue to
serve as a director through the annual meeting following his 75th birthday. Mr.
Fierle, who will be 75 years old on April 14, 1997, will retire from the Board
immediately prior to the annual meeting on April 25, 1997.
7
<PAGE> 9
SHARE OWNERSHIP OF MANAGEMENT
The following table shows the number of common shares beneficially owned as
of February 28, 1997 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)(2) OUTSTANDING(3)
- --------------------------------------------- -------------------- --------------------
<S> <C> <C>
John M. Albertine............................ 18,159
Robert J. Fierle............................. 890,247(4) 12.2%
Bernard J. Kennedy........................... 7,817
Douglas J. MacMaster, Jr..................... 7,607
Klaus K. Oertel.............................. 1,891
William P. Panny............................. 13,982
Victor A. Rice............................... 3,206
Jerre L. Stead............................... 5,478
Kurt Wiedenhaupt............................. 194,493 2.6%
James W. Bingel.............................. 15,526
John M. Murray............................... 50,578
Richard S. Warzala........................... 50,050
All directors and executive officers as a
group, including those named above......... 1,261,134 16.6%
</TABLE>
- ---------------
(1) Each individual has sole voting and investment power over the shares
indicated as owned by that individual unless otherwise noted.
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<PAGE> 10
(2) The total includes 293,105 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......................................... 3,703
Mr. Kennedy........................................... 4,036
Mr. MacMaster......................................... 3,607
Mr. Oertel............................................ 1,391
Mr. Panny............................................. 3,662
Mr. Rice.............................................. 3,206
Mr. Stead............................................. 478
Mr. Wiedenhaupt....................................... 180,523
Mr. Bingel............................................ 12,987
Mr. Murray............................................ 49,662
Mr. Warzala........................................... 28,250
</TABLE>
(3) 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.
(4) Includes 5,000 shares owned by Mr. Fierle's spouse. Mr. Fierle disclaims
beneficial ownership of all such shares.
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<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............................. 890,247(1) 12.2%
East Aurora, NY 14052
First Carolina Investors, Inc................ 486,500(2) 6.7%
5224 Providence Country Club Drive
Charlotte, NC 28277
Dimensional Fund Advisors Inc................ 428,674(3) 5.9%
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 February 6, 1997 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., 203,000
shares; (ii) The Cameron Baird Foundation, 215,700 shares; (iii) Aires Hill
Corp., 32,300 shares; (iv) Brian D. Baird, as trustee, 11,000 shares; (v)
Brent D. Baird, 5,000 shares; (vi) Jane D. Baird, 10,000 shares; (vii) David
M. Stark, as successor trustee, 2,000 shares; and (viii) Brian D. Baird, as
successor trustee, 7,500 shares.
(3) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 428,674 shares of the
Company's common stock as of December 31, 1996, 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 DFA Investment Trust Company, a
Delaware business trust, or the DFA Group Trust and DFA Participating Group
Trust, investment vehicles for qualified employee benefit plans, 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 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, 59............ President 1992
James W. Bingel, 49............. Vice President -President of Electronic 1991
Components Group
Bruce McH. Kirchner, 48......... Vice President and Chief Financial Officer 1997
John M. Murray, 63.............. Vice President-Finance and Treasurer 1988
James R. Schwinger, 52.......... Vice President-Human Resources 1996
Richard S. Warzala, 43.......... Vice President- 1986
President of Motion 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, Mr. Schwinger who was appointed May 1, 1996, and Mr. Kirchner, who was
appointed on February 3, 1997. 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.
Schwinger was a human resources consultant from 1990 until 1996. Mr. Kirchner
was employed for 22 years in various financial positions with The Carborundum
Company and its successors. From 1989 to 1996 he was Vice President and Chief
Financial Officer of BP Chemicals-Advanced Materials and Carborundum Division, a
multinational manufacturer of polymer and ceramic based products.
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
three 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(3) AWARD(S)($) SARs(#) COMPENSATION(4)
- -------------------------- ----- -------- -------- --------------- ----------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Kurt Wiedenhaupt
President and CEO(1).... 1996 $300,003 $346,441 30,000 $ 115,357
1995 293,335 252,165 $36,000 30,000 76,308
1994 273,338 73,640 $54,230 25,000 65,425
Robert J. Fierle
Chairman (2)............ 1996 117,750 70,997 46,763
1995 117,750 64,992 49,343
1994 117,750 69,942 51,702
James W. Bingel
Vice President.......... 1996 111,334 56,195 8,000 2,375
1995 108,001 44,534 8,000 1,894
1994 101,335 45,853 5,000 1,013
John M. Murray
Vice President-Finance
and Treasurer........... 1996 136,802 90,273 8,000 34,445
1995 133,201 56,350 8,000 33,273
1994 126,400 17,042 8,000 28,947
Richard S. Warzala
Vice President.......... 1996 136,801 94,466 15,000 9,322
1995 127,001 68,193 12,000 9,432
1994 110,667 30,000 5,000 12,742
</TABLE>
- ---------------
(1) In addition to the bonus earned under the EVA Incentive Compensation Plan
described elsewhere herein for his performance in 1995, the 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) Salary for Mr. Fierle includes director fees of $17,750 in each of the years
1996, 1995, and 1994.
(3) Other Annual Compensation for Messrs. Wiedenhaupt (except 1994), Bingel,
Murray, and Warzala does not exceed the lesser of $50,000 or 10% of total
salary and bonus.
12
<PAGE> 14
(4) All Other Compensation for 1996 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 $11,113 $101,869 $2,375 $115,357
Robert J. Fierle........... 37,002 0 9,761 0 46,763
James W. Bingel............ 0 0 0 2,375 2,375
John M. Murray............. 11,911 0 20,159 2,375 34,445
Richard S. Warzala......... 0 0 6,947 2,375 9,322
</TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table provides information on grants of stock options made
during the 1996 fiscal year to the executive officers named in the Summary
Compensation Table.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------
% OF POTENTIAL REALIZABLE
NUMBER OF TOTAL
SECURITIES OPTIONS/ VALUE AT ASSUMED
UNDERLYING SARS EXERCISE ANNUAL RATES OF STOCK
OPTIONS/ GRANTED TO OR PRICE APPRECIATION
SARS EMPLOYEES BASE FOR OPTION TERM (2)
GRANTED IN FISCAL PRICE EXPIRATION ---------------------
NAME (#) (1) YEAR ($/SH) DATE 5% ($) 10% ($)
- ------------------------------- ---------- ----------- -------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Kurt Wiedenhaupt............... 30,000 14.2% $12.375 4-25-06 $233,550 $591,750
James W. Bingel................ 8,000 3.8 $12.375 4-25-06 62,280 157,800
John M. Murray................. 8,000 3.8 $12.375 4-25-06 62,280 157,800
Richard S. Warzala............. 15,000 7.1 $12.375 4-26-06 116,775 295,875
</TABLE>
13
<PAGE> 15
- ---------------
(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%, $12.375 would increase to $20.16
and at 10% would increase to $32.10. Actual gains, if any, on stock option
exercises are dependent on the future performance of the Company's common
stock and overall market conditions. There can be no assurance that the
amounts reflected in this table will be achieved.
FISCAL YEAR-END OPTION/SAR VALUES
The following table summarizes information with respect to option exercises
and unexercised stock options and stock appreciation rights ("SARs") held by the
executive officers named in the Summary Compensation Table at the end of the
1996 fiscal year.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARs OPTIONS/SARs
SHARES 1/3/97 (#) 1/3/97 ($)
ACQUIRED VALUE
ON REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE ($) UNEXERCISABLE UNEXERCISABLE
-------------------------------- -------- -------- ------------- --------------
<S> <C> <C> <C> <C>
Kurt Wiedenhaupt................ 8,870 $ 99,643 203,523 $2,539,634
119,000 1,324,375
James W. Bingel................. 2,069 15,130 7,387 92,144
19,600 202,875
John. M. Murray................. 0 0 41,363 491,091
24,200 262,800
Richard S. Warzala.............. 14,704 81,707 29,958 336,426
29,800 294,000
</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
14
<PAGE> 16
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.
<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
160,000 16,000 24,000 32,000 40,000 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 and increased to $160,000 for 1997. 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, $48,000
of which would be provided by the Plan and $12,000 of which would be provided
through an annuity contract under the Pension Benefit Restoration Plan.
The credited years of service on December 30, 1996 for the persons named in
the Summary Compensation Table are as follows: Mr. Wiedenhaupt -- 4 years; Mr.
Bingel -- 5 years; Mr. Murray -- 8 years; and Mr. Warzala -- 20 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. Mr. Fierle retired from full-time
employment on July 1, 1992 with 30 years of credited service under the Plan and
began receiving retirement benefits thereunder.
EMPLOYMENT CONTRACTS; SUPPLEMENTAL BENEFIT PROGRAMS;
AND CHANGE-OF-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-
15
<PAGE> 17
year period ending June 30, 1997 (the "Employment Period"). The Employment
Agreement provides for an annual salary of not less than $300,000 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 $1,500,000 adjusted for changes in the Consumer Price
Index from July 1, 1992 and payable over 15 years. The benefit vests at the rate
of 10% per year. This benefit is secured by a life insurance policy with a death
benefit currently of $1,679,000 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), 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 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 1998. Under that agreement he serves as a part-time employee, at an
annual salary of $100,000 plus the benefits he had been receiving prior to
retirement. The Company pays him $6,500 per month over ten years under his
supplemental benefit program as a former officer and will pay him an additional
$833 per month over ten years, beginning in May 1997, as a former director.
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.
16
<PAGE> 18
In 1996 the Company entered into agreements with Mr. Wiedenhaupt, Mr.
Bingel, Mr. Murray, and Mr. Warzala which provide severance payments to each of
them if they are either terminated or resign for "good reason," as defined in
the agreements, within three years after there has been a "change of control,"
as defined, of the Company. In that event, Mr. Wiedenhaupt would receive a
severance payment equal to three times his then annual base salary plus the
highest bonus accrued for him in any of the three preceding years ("Total
Compensation") plus a benefit replacement amount equal to 50% of his Total
Compensation. These payments would be in lieu of any severance payments under
Mr. Wiedenhaupt's employment agreement. Messrs. Bingel, Murray and Warzala would
each receive a severance payment equal to one times their Total Compensation and
a benefit replacement equal to 35% of their Total Compensation.
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"), the Media General Multi-Industry Index
("Multi-Industry Index"), and 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 the last day of the 1991 fiscal
year and the reinvestment of quarterly cash dividends at the closing price of
API stock on the ex-dividend date. Calculations for the Composite,
Multi-Industry, and Industrials Indexes are made in a similar fashion. The
Company is replacing the Industrials Index used in prior years with the
Multi-Industry Index in order to secure all index data from a single source.
<TABLE>
<CAPTION>
Measurement Period COMPOSITE INDUSTRIALS MUTLI-IN-
(Fiscal Year Covered) API INDEX INDEX DUSTRY INDEX
<S> <C> <C> <C> <C>
1991 100 100 100 100
1992 96.7 104.0 116.3 111.7
1993 84.0 119.4 142.1 136.5
1994 103.6 118.4 130.3 130.5
1995 152.4 153.5 170.7 175.1
1996 279.2 185.4 221.1 216.4
</TABLE>
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, 1996 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 1996,
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, return
on equity, and economic value added ("EVA"). In view of the incentive
compensation Mr. Wiedenhaupt was awarded under the Company's EVA Incentive
Compensation Plan (the "EVA Plan") in recognition of his achievements in 1995,
the Committee did not change his base salary. It is the Committee's intent that
any future increase in Mr. Wiedenhaupt's salary will be based on the Company's
earnings and EVA criteria, as well as his role in the continued development and
successful execution of the Company's growth strategy. The Committee 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.
- ---------------
*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
In April 1996, the Committee also granted stock options 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.
Beginning with 1995, the Company adopted the EVA Plan to replace bonus
plans which were previously in effect.
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 certain collective
bargaining agreements and employees compensated under separate sales incentive
or commission programs. For 1996, approximately 930 employees out of a total of
approximately 1,300 employees in the Company 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 1996 approved by the Compensation Committee of the Board. Actual 1996 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.
The bonuses earned by EVA Plan participants who are not Bank Employees are
subject to discretionary adjustments determined by the Unit's general manager,
subject to review by the
20
<PAGE> 22
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 are added to the amount, if any, held in an
account maintained on the Company's books for each Bank Employee ("Bank
Account"). If the amount in the Bank Account after adding the current 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 1996 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
Victor A. Rice
Jerre L. Stead
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.
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 2, 1998.
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.
21
<PAGE> 23
SHAREHOLDER PROPOSALS
Proposals of shareholders to be presented to the 1998 annual meeting must
be received by API on or before November 26, 1997, 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 $5,250, 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 25, 1997
22
<PAGE> 24
AMERICAN PRECISION INDUSTRIES INC.
P PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
R THE COMPANY FOR THE ANNUAL MEETING APRIL 25, 1997.
O
X The undersigned hereby constitutes and appoints John M. Murray and Richard
Y S. Warzala, and each 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 25, 1997, 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 III (THREE YEAR TERM)
VICTOR A. RICE, JERRE L. STEAD --------------------------------------
CLASS I (ONE YEAR TERM) --------------------------------------
JOHN M. ALBERTINE
--------------------------------------
--------------------------------------
(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' RECOMMENDATIONS. THE PROXIES CANNOT VOTE YOUR
SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
SEE REVERSE
SIDE
<PAGE> 25
[X] PLEASE MARK YOUR SHARES IN YOUR NAME
VOTES AS IN THIS
EXAMPLE.
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of [ ] [ ] 2. Ratification [ ] [ ] [ ]
Directors of the selection
(see reverse) of Price Waterhouse
as Independent
Auditors for the
1997 Fiscal Year.
For, except vote withheld from the following nominee(s):
- --------------------------------------------------------
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.I,2
