<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
AMETEK, INC.
(Name of Registrant as Specified In Its Charter)
AMETEK, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
(4) Proposed maximum aggregate value of transaction:
- --------
*Set forth the amount on which the filing is calculated and state how it was
determined.
[_] 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:
Notes:
<PAGE>
[LOGO OF AMETEK, INC APPEARS HERE]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 26, 1994
To the Stockholders:
The annual meeting of the stockholders of AMETEK, Inc. (the "Company") will be
held at the Hotel du Pont, 11th and Market Streets, Wilmington, DE 19801, on
Tuesday, April 26, 1994 at two o'clock in the afternoon, for the following
purposes:
1. To elect seven directors, each to serve for a term of one year and until
his or her successor shall have been duly elected and qualified;
2. To approve an amendment to the Company's Certificate of Incorporation to
reduce the par value of the Company's Common Stock from $1.00 to $.01
per share;
3. To approve or disapprove the appointment of Ernst & Young as independent
auditors for the year 1994;
4. To consider the approval of a shareholder proposal; and
5. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Pursuant to the By-Laws, the Board of Directors has fixed the time and date
for the determination of stockholders entitled to notice of and to vote at the
meeting as of the close of business on March 4, 1994. Accordingly, only
stockholders of record on such date and at such time will be entitled to vote
at the meeting, notwithstanding any transfer of any stock on the books of the
Company thereafter.
The vote of each stockholder is important, if you do not expect to be present
at the meeting and wish your stock to be voted, please date, sign and mail the
accompanying form of proxy as promptly as possible in the enclosed stamped
envelope addressed to the Company. If you plan to attend the annual meeting
parking is available at Hotel du Pont's Car Park located on Orange Street
between 11th and 12th streets.
By order of the Board of Directors,
(SIGNATURE OF ROBERT W. YANNARELL
APPEARS HERE)
Secretary
Dated: New York, New York, March 24, 1994
<PAGE>
[LOGO OF AMETEK, INC. APPEARS HERE]
Principal executive offices
Station Square
Paoli, Pennsylvania 19301
P R O X Y S T A T E M E N T
SOLICITATION OF PROXIES
The accompanying proxy is solicited by and on behalf of the Board of Directors
of AMETEK, Inc. for use at the annual meeting of its stockholders to be held on
April 26, 1994 and at any and all adjournments thereof.
The cost of solicitation will be borne by the Company. The Company has retained
Georgeson & Company, Inc. to aid in the solicitation of proxies at a fee not
expected to exceed $8,500 plus reasonable expenses. The Company may use the
services of Georgeson & Company, Inc. its directors, officers and other regular
employees to solicit proxies personally or by telephone, and may request
brokers, fiduciaries, custodians and nominees to send proxies, proxy statements
and other material to their principals at the expense of the Company. This
proxy statement and the accompanying proxy are being sent to the stockholders
of the Company on or about March 24, 1994.
ANNUAL REPORTS
The annual report of the Company for the year 1993 is enclosed herewith. THE
COMPANY WILL FURNISH WITHOUT CHARGE (OTHER THAN A REASONABLE CHARGE FOR ANY
EXHIBIT REQUESTED) TO ANY STOCKHOLDER OF THE COMPANY WHO SO REQUESTS IN
WRITING, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K, INCLUDING THE
FINANCIAL STATEMENTS AND THE SCHEDULES THERETO, FOR THE YEAR ENDED DECEMBER 31,
1993 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. Any such request
should be directed to Stockholder Relations Department, AMETEK, Inc., Station
Square, Paoli, Pennsylvania 19301.
VOTING RIGHTS
Pursuant to the By-Laws, the Board of Directors has fixed the time and date for
the determination of stockholders entitled to notice of and to vote at the
meeting as of the close of business on March 4, 1994. Accordingly, only
stockholders of record on such date and at such time will be entitled to vote
at the meeting, notwithstanding any transfer of any stock on the books of the
Company thereafter. On March 4, 1994, the Company had outstanding 43,639,645
shares of Common Stock, $1.00 par value per share, each of which entitled the
holder to one vote. The affirmative vote of a plurality of the shares of common
stock represented in person or by proxy at the meeting is required for the
election of directors, and the affirmative vote of a majority of the
outstanding shares of common stock is required for the approval of Proposal (2)
which calls for the amendment of the Company's certificate of incorporation in
order to reduce the par value of its common stock. For all other matters, a
favorable vote of a majority of the shares of common stock voted in person or
by proxy at the meeting is required for approval. Abstentions and broker non-
votes are not counted in the calculation of the vote. A proxy may be revoked by
the stockholder at any time prior to its being voted. If a proxy is properly
signed and is not revoked by the stockholder, the shares it represents will be
voted at the meeting in accordance with the instructions of the stockholder. If
the proxy is
2
<PAGE>
signed and returned without specifying choices, the shares will be voted in
favor of the election as directors of the nominees listed below and in favor of
Proposals (2) and (3), and against proposal (4), therein. The enclosed proxy
also serves as the voting instruction card for the trustees who hold shares of
record for participants in The AMETEK Savings and Investment Plan. Shares for
which no instructions are received by the trustee will be voted in the same
proportion as the shares for which the trustee receives instructions. Votes are
tabulated at the annual meeting by inspectors of election. There were, in
addition, 2,774,672 issued shares held by the Company in its treasury which,
while so held, cannot be voted.
PROPOSAL (1)
ELECTION OF DIRECTORS
An entire Board of seven directors is proposed to be elected at the annual
meeting, to hold office until the next annual meeting of stockholders and until
their respective successors have been duly elected and qualified. All proxies
received by the Board of Directors will be voted for the election, as
directors, of the nominees listed below if no direction to the contrary is
given. Each nominee who receives a plurality vote by ballot of the shares
present in person or represented by proxy and entitled to vote at the annual
meeting, will be elected as a director. In the event that any nominee is unable
or declines to serve, the proxy solicited herewith may be voted for the
election of another person in his or her stead. The Board of Directors knows of
no reason to anticipate that this will occur.
INFORMATION AS TO NOMINEES FOR ELECTION OF DIRECTORS
<TABLE>
<CAPTION>
Principal Occupation Director
and Other Positions Continuously
Name of Nominee Age with the Company(1) Since
--------------- --- -------------------- ------------
<C> <C> <S> <C>
WALTER E. BLANKLEY 58 Chairman of the Board and Chief 1990
Executive Officer of the Company
since April 1993(2)
LEWIS G. COLE+ 63 Senior Partner, Stroock & 1987
Stroock & Lavan, Attorneys
HELMUT N. FRIEDLAENDER 80 Private investor(3) 1955
SHELDON S. GORDON* 58 General Partner and Chairman of 1989
Blackstone Europe since April
1991(4)
CHARLES D. KLEIN*+ 55 Financial Adviser to Mr. William 1980
Rosenwald and his family;
Director of American Securities
Corporation(5)
DAVID P. STEINMANN+ 52 Executive Officer of American 1993
Securities Corporation
ELIZABETH ROSENWALD VARET+ 50 Private investor; Director of 1987
American Securities
Corporation(6)
</TABLE>
- --------
* Member of the Audit Committee.
+ Member of the Compensation Committee.
(1) Except as noted, each nominee has held his or her present occupation for a
period in excess of five years.
(2) Mr. Blankley has been Chief Executive Officer since April 1990. From April
1990 to April 1993, Mr. Blankley also served as President of the Company.
Mr. Blankley was a Senior Vice President of the Company for a period of
more than five years prior to April 1990; Mr. Blankley is also a Director
of AMCAST Industrial Corporation.
(3) Mr. Friedlaender was a financial adviser to Mr. William Rosenwald and his
family and a director of American Securities Corporation for a period of
more than five years prior to September 1988.
(4) Mr. Gordon was Chairman of the Board and Chief Executive Officer of
Stamford Capital Group, Inc. from November 1987 to August 1990 and Chairman
of the Board of American Express Bank
3
<PAGE>
(Switzerland) AG from October 1985 to July 1988. Mr. Gordon is also a
director of Anangel-American Shipholdings Limited.
(5) Mr. Klein is also a director of Ketema, Inc.
(6) Ms. Varet is also a director of Ketema, Inc.
The Company has an Audit Committee and a Compensation Committee, but does not
have a Nominating Committee. The Audit Committee's functions include reviewing
with the independent auditors the plan and results of the auditing engagement,
reviewing the scope and results of the Company's procedures for internal
auditing, reviewing the independence of the auditors, considering the range of
audit and non-audit services and reviewing the adequacy of the Company's system
of internal accounting controls.
During 1993, there were 10 meetings of the Board of Directors, 2 meetings of
the Audit Committee and 2 meetings of the Compensation Committee.
STOCK OWNERSHIP
The following table sets forth the number of shares of Common Stock of the
Company beneficially owned at January 31, 1994 by each director and by each of
the executive officers included in the Summary Compensation Table, and by all
directors and executive officers of the Company as a group, and the percentage
of the outstanding shares of Common Stock so owned by each such person and such
group.
<TABLE>
<CAPTION>
Amount and Nature of
Beneficial Ownership(1)
-------------------------------------------
(Number of Shares)
Sole Voting Shared
and Voting or
Investment Investment Right to Percent
Name Power (2) Power(3) Acquire(4) Total of Class
---- ----------- ---------- ---------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
WALTER E. BLANKLEY ..... 37,208 48,567 94,168 179,943 *
LEWIS G. COLE........... (5)(10) 10,000 682,088 -- 692,088 1.6%
ROGER K. DERR........... 72,394 23,966 68,793 165,153 *
HELMUT N. FRIEDLAENDER.. (6) 48,500 30,400 -- 78,900 *
SHELDON S. GORDON....... 30,000 -- -- 30,000 *
FRANK S. HERMANCE....... -- -- 43,750 43,750 *
CHARLES D. KLEIN........ (7)(10) 50,000 6,600 -- 56,600 *
ALLAN KORNFELD.......... 71,524 1,600 85,668 158,792 *
GEORGE E. MARSINEK...... 208 -- 51,012 51,220 *
DAVID P. STEINMANN...... (8)(10) 34,700 94,764 -- 129,464 *
ELIZABETH ROSENWALD
VARET.................. (9)(10) 65,800 768,308 -- 834,108 1.9%
All directors and
executive officers as a
group, consisting of 16
persons, including
individuals named
above.................. (10) 486,366 884,885 501,595 1,872,846 4.2%
</TABLE>
- --------
* Represents less than 1% of the outstanding shares of Common Stock of the
Company.
(1) Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, beneficial ownership of a security consists of sole or shared
voting power (including the power to vote or direct the vote) and/or sole
or shared investment power (including the power to dispose or direct the
disposition) with respect to the security through any contract,
arrangement, understanding, relationship or otherwise. Unless otherwise
indicated, beneficial ownership disclosed consists of sole voting and
investment power.
4
<PAGE>
(2) Reported in this column are shares (including certain restricted shares)
with respect to which directors and officers have sole voting and
investment power (see note 1 on page 6).
(3) Reported in this column are other shares with respect to which directors
and officers have or share voting and/or investment power, including
shares directly owned by certain relatives with whom they are presumed to
share voting and/or investment power; however, beneficial ownership may be
disclaimed. Although shared beneficial ownership is included in each of
the individual totals, these shares are only reported once in the total
for all directors and executive officers as a group.
(4) Reported in this column are shares which executive officers have a present
right to acquire or are acquirable within 60 days through the exercise of
stock options awarded under AMETEK, Inc. Stock Option Plans.
(5) Mr. Cole has shared voting and investment power with respect to 682,088
shares, as to 4,000 shares of which such power is shared with Messrs.
Klein and Steinmann and others, as to 2,500 shares of which such power is
shared with Mr. Steinmann and others and as to 675,588 shares of which
such power is shared with Ms. Varet and others.
(6) Mr. Friedlaender has shared voting and investment power with respect to
30,400 shares. Of these, 15,200 shares are owned by a trust of which Mr.
Friedlaender is a trustee; Mr. Friedlaender disclaims beneficial ownership
of such shares.
(7) Mr. Klein has shared voting and investment power with respect to 6,600
shares, as to 4,000 shares of which such power is shared with Messrs. Cole
and Steinmann and others and as to 2,600 shares of which such power is
shared with Mr. Steinmann and others.
(8) Includes 13,334 shares held pursuant to a restricted stock award under the
1991 Plan. Mr. Steinmann has shared voting and investment power with
respect to 94,764 shares, as to 82,720 shares of which such power is
shared with Ms. Varet and others, as to 2,500 shares of which such power
is shared with Mr. Cole and others, as to 2,600 shares of which such power
is shared with Mr. Klein and others, as to 2,944 shares of which such
power is shared with others and as to 4,000 shares of which such power is
shared with Messrs. Cole, Klein and others.
(9) Includes 10,000 shares owned by a trust of which Ms. Varet's husband is a
beneficiary and as to which Ms. Varet disclaims any beneficial ownership.
Ms. Varet has shared voting and investment power with respect to 758,308
shares, as to 675,588 shares of which such power is shared with Mr. Cole
and others and as to 82,720 shares of which such power is shared with Mr.
Steinmann and others.
(10) Mr. Cole is a director, Mr. Steinmann is an executive officer, and Mr.
Klein is a portfolio manager of Oak Hall Capital Advisors, Inc., an
investment manager of (i) the AMETEK, Inc. Employees' Master Retirement
Trust, which holds among its assets 571,400 shares, and (ii) Ametek
Foundation, Inc., which holds among its assets 55,800 shares; none of
these shares have been included in the above table. Oak Hall Capital
Advisors, Inc. is an affiliate of American Securities Corporation.
The following table sets forth the only entities known to the Company to be
beneficial owners of more than five percent of the outstanding Common Stock of
the Company:
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
------------------- -------------------------- --------
<S> <C> <C>
FMR Corp. 2,623,400 shares, 6.01%
82 Devonshire Street with sole dispositive
Boston, MA 02109 power (but no voting power)
Goldman, Sachs & Co. (1) 3,183,300 shares, 7.3%
85 Broad Street with shared dispositive
New York, NY 10004 and voting power
</TABLE>
- --------
(1) Goldman Sachs Group L.P. has shared dispositive and voting power with
Goldman, Sachs & Co. and they together filed a Schedule 13G in February
1994.
5
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth certain information for the fiscal years ended
December 31 in each of 1993, 1992 and 1991 concerning compensation paid or
accrued for the Chairman of the Board and Chief Executive Officer and for the
four other most highly compensated executive officers of the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
-----------------------
Annual Compensation Awards
---------------------------- -----------------------
Other Restricted Securities
Annual Stock Underlying All Other
Name and Salary Bonus Compensation Awards Options/SARs Compensation
Principal Position Year ($) ($) ($) ($)(1) (#) ($)(2)
- ------------------ ---- ------- ------- ------------ ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Walter E. Blankley 1993 380,000 100,000 -- -- 50,000 51,656
Chairman of the Board 1992 330,000 210,000 -- -- 37,500 51,386
and Chief Executive Officer 1991 310,000 150,000 -- 347,574 125,000 51,386
Roger K. Derr 1993 263,900 75,000 -- -- -- 1,668
Executive Vice President-- 1992 252,500 150,000 -- -- 25,000 1,386
Chief Operating Officer 1991 237,500 115,000 -- 207,541 83,500 1,386
Allan Kornfeld 1993 265,250 75,000 -- -- -- 1,554
Executive Vice President-- 1992 252,500 150,000 -- -- 25,000 1,386
Chief Financial Officer 1991 237,500 115,000 -- 206,538 83,500 1,386
Frank S. Hermance 1993 213,000 48,000 -- -- -- 1,326
Group Vice President 1992 200,000 77,000 -- -- 15,000 1,386
1991 185,000 65,000 -- -- 50,000 1,386
George E. Marsinek 1993 197,000 75,000 -- -- -- 1,554
Group Vice President 1992 186,500 100,000 -- -- 15,000 1,386
1991 142,500 70,000 -- -- 50,000 1,386
</TABLE>
- --------
(1) Pursuant to agreements entered into with Messrs. Blankley, Derr and
Kornfeld, a restricted stock award was granted in 1991 under the 1991
Stock Incentive Plan of AMETEK, Inc. in accordance with a supplemental
pension arrangement. These shares become vested upon the holder's
attainment of age 65 while still employed with the Company; however, in
the event of the executive's permanent disability, involuntary termination
of employment or death prior to age 65, a portion of the restricted shares
will become vested. Restricted shares held by the executives at December
31, 1993 are as follows: Mr. Blankley--29,110; Mr. Derr--17,382; and Mr.
Kornfeld--17,298. The aggregate market value at December 31, 1993 of these
shares is as follows: Mr. Blankley--$371,153; Mr. Derr--$221,621; and Mr.
Kornfeld--$220,550. Dividends are payable on the restricted stock.
(2) The amounts reported represent the Company's contribution ($1,200 each) to
the AMETEK Savings and Investment Plan and the dollar value of the
premiums paid by the Company with respect to term life insurance for the
benefit of each of the named executive officers. In addition, the amount
reported for Mr. Blankley includes $50,000 representing compensation for
services as a director of the Company.
6
<PAGE>
STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
The following table provides details regarding stock options granted to the
named executive officers in 1993. In addition, the table provides the
hypothetical gains or "option spreads" that would result for the respective
options based on assumed rates of annual compounded stock price appreciation
of 5% and 10% from the date the options were granted through their expiration
dates. No stock appreciation rights were granted to the named executive
officers in 1993.
STOCK OPTION/SAR GRANTS IN 1993
<TABLE>
<CAPTION>
Potential
Realizable
Value at
Assumed Annual
Rates of Stock
Price
Appreciation
for Option
Individual Grants Term(2)
--------------------------------------------------------------- ---------------
Percent of total
Number of Options/SARs
Securities Underlying Granted to
Option/SARs Granted Employees in Exercise Expiration
Name (#)(1) Fiscal Year Price ($/Sh) Date 5% ($) 10% ($)
---- --------------------- ---------------- ------------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Walter E. Blankley 50,000 68.49 13.1250 11/16/00 267,160 622,596
Roger K. Derr -- * * * * *
Allan Kornfeld -- * * * * *
Frank S. Hermance -- * * * * *
George E. Marsinek -- * * * * *
</TABLE>
- --------
* Not applicable since no options were granted in 1993
(1) Mr. Blankley's option is exercisable after the first anniversary of the
date of grant (November 17, 1993) during each of the four succeeding
twelve-month periods only to the extent of twenty-five percent (25%) of
the total number of shares optioned; however, the options generally become
fully exercisable in the event of the holder's death, retirement or
termination of employment in connection with a change in control. Optioned
shares which may have been but were not purchased during any one twelve-
month period may be purchased during any one or more succeeding twelve-
month periods up to the expiration date (November 16, 2000).
(2) These amounts represent certain assumed rates of appreciation. Actual
gains, if any, on stock option exercises are dependent on future
performance of the Company's Common Stock. There can be no assurance that
the rates of appreciation reflected in this table will be achieved.
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<PAGE>
The following table illustrates stock option and stock appreciation rights
exercised by the named executive officers during 1993 and the aggregate amounts
realized by each such officer. In addition, the table shows the aggregate
number of unexercised options and stock appreciation rights that were
exercisable and unexercisable as of December 31, 1993 and the values of "in-
the-money" stock options and SARs on December 31, 1993 which represent the
positive difference between the market price of the Company's Common Stock and
the exercise price of such options/SARs.
AGGREGATED OPTION/SAR EXERCISES IN 1993
AND OPTION/SAR VALUES AT DECEMBER 31, 1993
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Shares Options/SARs at In-the-Money Options/SARs
Acquired On December 31, 1993 December 31,1993 ($)
Exercise Value ------------------------- -------------------------
Name (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Walter E. Blankley -- -- 110,211 151,875 23,568 42,969
Roger K. Derr -- -- 85,461 68,000 16,411 28,657
Allan Kornfeld -- -- 102,336 68,000 26,490 28,657
Frank S. Hermance -- -- 43,750 41,250 64,845 33,073
George E. Marsinek -- -- 58,274 41,250 18,230 17,188
</TABLE>
DEFINED BENEFIT AND ACTUARIAL PLANS
The Employees' Retirement Plan of AMETEK, Inc. (the "Retirement Plan") is a
non-contributory defined benefit pension plan under which contributions are
actuarially determined. The following table sets forth the estimated annual
benefits, expressed as a single life annuity, payable upon retirement (assuming
normal retirement at age 65) under the Retirement Plan for individuals with the
indicated years of service and at the indicated compensation levels (without
taking into account statutory restrictions incorporated in the Retirement Plan
and described below):
PENSION PLAN TABLE
<TABLE>
<CAPTION>
Annual Benefits Based On
Years of Service at Normal Retirement Age(1)
Average -----------------------------------------------------------------------
Compensation 15 20 25 30 35
------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$150,000...... $ 59,200 $ 63,000 $ 66,800 $ 66,800 $ 66,800
200,000...... 79,600 84,700 89,800 89,800 89,800
250,000...... 100,000 106,400 112,700 112,700 112,700
300,000...... 120,400 128,000 135,700 135,700 135,700
350,000...... 140,800 149,700 158,600 158,600 158,600
400,000...... 161,200 171,400 181,600 181,600 181,600
450,000...... 181,600 193,100 204,500 204,500 204,500
500,000...... 202,000 214,700 227,500 227,500 227,500
550,000...... 222,400 236,400 250,400 250,400 250,400
600,000...... 242,800 258,100 273,400 273,400 273,400
650,000...... 263,200 279,800 296,300 296,300 296,300
700,000...... 283,600 301,400 319,300 319,300 319,300
</TABLE>
- --------
(1) Benefit amounts assume a participant reaches age 65 in 1994; for younger
participants, the benefit amounts are less than the amounts indicated
above.
8
<PAGE>
The annual compensation taken into account for any plan year is generally equal
to the participant's salary and any bonus accrued during the plan year as
reported in the Summary Compensation Table. Compensation in excess of certain
amounts prescribed by the Secretary of the Treasury ($150,000 for 1994) cannot
be taken into account under the Retirement Plan. The individuals named in the
Summary Compensation Table are subject to this limitation. However, in
accordance with non-qualified supplemental pension arrangements, the Company
has agreed to provide to each of Messrs. Blankley, Derr and Kornfeld, a benefit
in an amount equal to the excess of the annual pension benefit which would be
payable to him under the terms of the Retirement Plan in the absence of
statutory restrictions over the amount actually payable under the Retirement
Plan. The benefit is capped at the projected excess payable at age 65
determined as of May 21, 1991. Pursuant to agreements entered into with each of
these executives, a restricted stock award has been granted under the 1991
Stock Incentive Plan of AMETEK, Inc. (as reflected in the Summary Compensation
Table) for a number of shares of the Company's Common Stock having a fair
market value on the date of grant equal to 50% of the present value of the
projected benefit under the supplemental pension arrangement; the remaining
portion of the benefit will be payable in cash, directly out of the Company's
general assets. At December 31, 1993 the executives named in the Summary
Compensation Table had the following years of credited service under the
Retirement Plan: Mr. Blankley-33; Mr. Derr-35; Mr. Kornfeld-18; Mr. Hermance-3;
Mr. Marsinek-29.
In addition, for retirements occurring in 1994, the maximum annual pension
benefit payable at normal retirement age is restricted, by law, to the greater
of $118,800 or the amount of such benefit determined under the Retirement Plan
and prior existing law as of December 31, 1982. The $118,800 limit is adjusted
annually by the Secretary of the Treasury to reflect increases in the cost of
living.
COMPENSATION OF DIRECTORS
The current annual rate of compensation for services as a director of the
Company is $50,000. This compensation was payable to directors who were
employees of the Company, as well as non-employee directors. Mr. Blankley was
the only employee director of the Company in 1993.
Pursuant to a Retirement Plan for Directors (the "Directors Plan"), the Company
has agreed to provide retirement benefits and death benefits to those directors
who have not accrued benefits under the above-described Employees' Retirement
Plan of AMETEK, Inc. and who have completed at least three years of service as
a director or officer of the Company. The retirement benefit payable under the
Directors Plan is an annual amount equal to 100% of the highest annual rate of
compensation for directors during the director's period of service on the Board
of Directors; however, the benefit is reduced proportionately if the
participant has less than five years of service. The Company shall satisfy its
obligations arising under the Directors Plan exclusively from its general
assets. Messrs. Cole, Friedlaender, Gordon and Klein and Ms. Varet are
participants in the Directors Plan and each has accrued an annual retirement
benefit of $50,000.
Pursuant to a Death Benefit Program for Directors (the "Directors Program"),
the Company has entered into individual agreements with certain directors which
require the Company to pay death benefits to their designated beneficiaries and
to pay benefits to the directors under certain circumstances. The Directors
Program currently provides for a benefit, payable for ten years, in an annual
amount equal to 100% of the highest annual rate of compensation during the
director's period of service on the Board of Directors, commencing at death or
the later of age 70 or retirement; however, with respect to directors who
became or will become participants after January 1, 1989, the directors must
complete at least five years of service as a director before they become
eligible to receive a benefit upon the later of age 70 or retirement. Active
directors also have a group term life insurance benefit of $50,000. To fund
benefits under the Directors Program, the Company has
9
<PAGE>
purchased individual life insurance policies on the lives of certain of the
covered directors. The Company retains the right to terminate any or all of the
Directors Program agreements under certain circumstances. Messrs. Cole,
Friedlaender, Gordon, Klein and Steinmann and Ms. Varet are participants in the
Directors Program.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The following report, submitted by the Compensation Committee of the Board of
Directors (the "Compensation Committee"), provides information regarding
policies and practices concerning compensation of the Chairman of the Board and
Chief Executive Officer and the other executive officers of the Company.
COMPENSATION OVERVIEW
The functions performed by the Compensation Committee include
recommending to the Board of Directors (a) remuneration arrangements
for senior management and directors and (b) compensation plans in which
officers and employees are eligible to participate. Members of the
Compensation Committee are directors who are not employees of the
Company. The current members of the Compensation Committee are Messrs.
Cole, Klein and Steinmann and Ms. Varet.
Executive compensation consists of three principal elements: (a)
salary; (b) annual bonus; and (c) grants of stock options and stock
appreciation rights and restricted stock awards under Company plans.
Additional retirement and other benefits are provided for the Company's
executives that are similar to those typically provided by other major
corporations.
Decisions about executive officers' salary and bonus are made under the
supervision of the Compensation Committee, while decisions concerning
compensation in the form of stock options, SARs and restricted stock
awards are made under the supervision of the committee of the Board of
Directors designated for the appropriate plan. The members of each of
these plan committees currently are the same as the members of the
Compensation Committee; thus, references in this report to the
"Compensation Committee" should be read, where appropriate, as
references to the various plan committees.
Underlying the Compensation Committee's decisions with respect to
executive officers' compensation is the belief that it is fundamentally
important that the Company be able to attract, retain, motivate and
benefit from the guidance and experience of suitably talented and
qualified individuals so that the Company's long-term and short-term
success will continue and its profitability and worldwide quality
reputation, and thus shareholder value, will grow. The Company also
believes that its executives should be encouraged to acquire a larger
equity interest in the Company, thereby having additional incentives,
corresponding to the interests of shareholders, to put forth their
maximum efforts for the success and profitability of the Company's
businesses and the achievement of increased shareholder value.
Information regarding similarly situated executive officers was drawn
from publicly available information for certain of the companies
included in the index of companies used in the Performance Graph set
forth below.
SALARY
Salary levels for the Company's executive officers are established
principally on the basis of the executive's responsibilities. In each
case, consideration is given both to personal factors such as the
individual's experience and record and the responsibility associated
with his or
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her position and to external factors such as salaries paid to similarly
situated executive officers by comparable companies and prevailing
conditions in the geographic area where the executives' principal
services will be performed. Annual adjustments to each executive
officer's salary are determined based on the foregoing factors but with
due consideration also being given to prevailing economic conditions,
to the relationship of such adjustments to those being given to other
employees within the Company, to the performance of the executive's
duties and responsibilities and to other individual performance-related
criteria that may be relevant with respect to such executive officer at
the time. In evaluating the salaries paid to similarly situated
executive officers, consideration is given to the full range of such
salaries and to the experience and records of those executives who
received salaries at the high, medium and low points of such range. In
addition, in establishing salary levels, consideration is given to the
competitiveness of the total annual compensation received by the
Company's executive officers as compared to the total compensation
received by other similarly situated executive officers.
ANNUAL BONUS
Bonuses are viewed as a reward for individual contributions to the
Company's performance, based not only on the Company's short-term
results but also on what investments the Company has made for the
future growth of the Company's profits. In addition, consideration is
given to the achievement of selected financial goals (i.e. operating
performance, asset management and business growth development) and
progress in meeting other long-term objectives, as well as the
executive officers' leadership role in these activities. Bonus
decisions generally are made toward the end of each year. Pursuant to
the Company's Additional Compensation Plan, each year an aggregate
amount, generally equal to five percent of income before federal income
taxes exclusive of capital gains and certain non-recurring charges, is
accrued for the purpose of paying the bonuses to executive officers and
certain other employees. As a result of overall Company performance in
1993, which did not meet the targeted financial goals referred to
above, the bonus pool for 1993 decreased compared to 1992. The Chairman
of the Board and Chief Executive Officer reviews Company performance
and the individual contribution of each executive officer to the
Company's performance and makes recommendations to the Compensation
Committee with respect to the suitable bonus amount to be awarded to
such individual for that year based on such review. The Compensation
Committee then meets with the Chairman of the Board and Chief Executive
Officer to consider such recommendations, makes any changes that may be
deemed appropriate, and presents its recommendations to the Board of
Directors which then discusses and votes upon the bonuses.
STOCK OPTIONS, SARS AND RESTRICTED STOCK AWARDS
Awards of stock options, SARs and shares of restricted stock are
considered an important complement to the cash elements of the
Company's executive officers' compensation described above and have the
purpose of aligning the executives' interests with the stockholders'
interests. The plans under which such awards are made have been
approved by the Company's stockholders. Company stock options and SARs
generally require the executive to be employed by the Company on the
exercise date and become exercisable in stages over a period of years
following the date of grant. The exercise price of options generally is
equal to the market price of the Company's stock on the grant date;
accordingly, such options will only yield income to the executive if
the market price of the Company's stock is greater, at the time of
exercise, than it was when the option was granted. It is believed that
a principal factor influencing the market price of the Company's stock
is the Company's performance as reflected in its sales, earnings, cash
flow and other results; thus, by granting stock options and SARs to the
Company's executive officers, such individuals are encouraged to
achieve consistent improvements in the Company's performance. Awards of
shares of restricted stock are subject to forfeiture restrictions which
prohibit the recipient
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from selling such shares until the specified period of restriction
following the date the award lapses. Such awards provide inducements to
the executive officers to remain with the Company over the long term
and to work to enhance corporate performance and, correspondingly,
shareholder value. When considering whether to make grants of stock
options and SARs or awards of restricted stock, the appropriate plan
committee reviews practices of other comparable companies as well as
individual performance-related criteria such as those already described
above, and takes into consideration the effect such awards might have
on Company performance and shareholder value.
MR. BLANKLEY'S 1993 COMPENSATION
In determining the appropriate levels for Mr. Blankley's 1993 base
salary, bonus and stock option grant, the Compensation Committee
considered the same factors that it considered when fixing compensation
levels for the Company's other executive officers and sought to achieve
the same corporate goals. The Compensation Committee also considered
the major initiatives and programs which, in 1993, were commenced or
furthered under Mr. Blankley's leadership, such as: (a) the Company's
plan (announced in November 1993) to enhance shareholder value by
restructuring certain businesses, repurchasing up to $150 million of
its common stock, refinancing its existing debt and reducing the
dividend on its common stock; (b) the continued extension of Total
Quality Management principles throughout the Company; and (c) the
intensified efforts of the Company to pursue business opportunities and
relationships in overseas markets. Certain personal criteria also were
reviewed, such as the fact that 1993 was the first year of Mr.
Blankley's service as Chairman of the Board and CEO after more than 30
years of service with the Company in many positions including the
positions of President and Chief Executive Officer. The Compensation
Committee also evaluated data regarding CEO compensation practices of
other comparable companies so that Mr. Blankley's total compensation
package would be in line with that of CEOs in such other companies. In
addition, in fixing Mr. Blankley's salary and bonus, the Compensation
Committee considered the Company's financial performance and, in
particular, the degree to which continued weakness in several of the
Company's key domestic markets and the economic recession in Western
Europe affected many of the Company's business segments.
Mr. Lewis G. Cole
Mr. Charles D. Klein
Mr. David P. Steinmann
Ms. Elizabeth Rosenwald Varet
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PERFORMANCE GRAPH
The following graph presents a comparison of cumulative total returns for the
Company's common stock during the five fiscal years ended December 31, 1993
with the S&P 500 index, and an index of published industry groups.
COMPARISON OF FIVE-YEAR CUMULATIVE
SHAREHOLDER RETURN
AMETEK INC., S&P 500 AND PUBLISHED INDUSTRY GROUP
COMPARATIVE GROWTH OF A $100 INVESTMENT
(ASSUMES REINVESTMENT OF ALL DIVIDENDS)
(GRAPH APPEARS HERE)
<TABLE>
<CAPTION>
DATA POINTS OF GRAPH
----------------------------------------------------
DEC DEC DEC DEC DEC DEC
88 89 90 91 92 93
-- -- -- -- -- --
<S> <C> <C> <C> <C> <C> <C>
Ametek 100 109 81 123 152 124
S&P 500 100 132 128 166 179 197
Published Industry 100 130 123 154 157 174
</TABLE>
The above graph assumes $100 invested on December 31, 1988 in AMETEK, Inc.
common stock, the S&P 500, and an index of published industry groups, and
assumes reinvestment of dividends.
The index of published industry groups, shown above, includes the companies
(including AMETEK, Inc.) consisting of two separate industry groups published
by Business Week as the "Electrical Products" and "Instrument" groups. Peer
group annual total returns are weighted using the beginning of period market
capitalization.
COMPENSATION INTERLOCKS AND INSIDER PARTICIPATION
Lewis G. Cole, Charles D. Klein, David P. Steinmann and Elizabeth R. Varet
comprise the Compensation Committee. Mr. Klein and Ms. Varet are directors, and
Mr. Steinmann is an executive officer of American Securities Corporation, an
investment banking firm. Mr. Cole is a member of the law firm of Stroock &
Stroock & Lavan. See "Certain Relationships and Related Transactions."
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 to file with the Securities and Exchange Commission and
the New York Stock Exchange initial reports of ownership and reports of changes
in ownership of the Company's Common Stock. Copies of all
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<PAGE>
such Section 16(a) reports are required to be furnished to the Company. These
filing requirements also apply to holders of more than ten percent of the
Company's Common Stock; to the Company's knowledge, there currently are no such
holders. To the Company's knowledge, based solely on a review of the copies of
Section 16(a) reports furnished to the Company and written representations that
no other reports were required, during the fiscal year ended December 31, 1993
all Section 16(a) filing requirements applicable to the Company's officers and
directors were complied with.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The law firm of Stroock & Stroock & Lavan, of which Mr. Cole is a member,
rendered during 1993 and continues to render services as General Counsel for
the Company and its subsidiaries. The investment banking firm of American
Securities Corporation, of which Mr. Klein and Ms. Varet are directors and Mr.
Steinmann is an executive officer, and affiliates of American Securities
Corporation, including Oak Hall Capital Advisors, Inc., of which Mr. Cole is a
director and Mr. Steinmann is an Executive Vice President rendered during 1993
and continue to render financial advisory, investment management and other
services to the Company. For 1993, American Securities Corporation and its
affiliates received $1,350,000 in the aggregate for such services. American
Securities Corporation is owned indirectly, through family trusts of which Ms.
Varet and Mr. Cole are co-trustees, by Ms. Varet and members of her family.
In 1993, the Company invested $1,010,000 in two real estate limited
partnerships (the "Partnerships") related to Sterling American Property L.P.
("Sterling"). The Company's credit facilities limit its ability to make
additional investments in partnerships created by Sterling. Messrs. Blankley,
Klein and Steinmann and Ms. Varet, certain of their associates and various
members of their families, including family trusts of which Ms. Varet, Mr. Cole
and others are co-trustees, through affiliates, originally made commitments to
invest up to the following maximum amounts, aggregating $9,890,000 in Sterling,
the Partnerships and other partnerships created or to be created by Sterling
for real estate investments: Walter E. Blankley, $200,000; Charles D. Klein,
$400,000; David P. Steinmann, $600,000; Elizabeth R. Varet, her husband,
sisters, brother-in-law, children, nieces and nephew, $1,215,000; Ms. Varet, as
trustee with Lewis G. Cole or David P. Steinmann and others for various trusts
for family members, $3,215,000; various employees of American Securities
Corporation and its affiliates, and members of their families, $635,000;
charitable foundations of which Ms. Varet is a director and officer and Mr.
Steinmann is an officer, $1,450,000; and various business associates of
American Securities Corporation and its affiliates, $1,475,000. In 1993, each
of the persons named in the preceding sentence invested approximately 20% of
his or her maximum commitment in Sterling and the Partnerships. Since
Sterling's inception each of these individuals has invested approximately 45%
of his or her maximum commitment. Messrs. Klein and Steinmann and Ms. Varet are
directors of the Company and Mr. Blankley is the Chairman of the Board and
Chief Executive Officer of the Company. The AMETEK, Inc. Employees' Master
Retirement Trust acquired a limited partnership interest in Sterling in 1992
but in 1993 made no additional investment; such trust may make additional
investments of up to $5,400,000 in partnerships to be created by Sterling for
other real estate investments.
EMPLOYMENT CONTRACTS AND TERMINATION, SEVERANCE AND
CHANGE-IN-CONTROL ARRANGEMENTS
Pursuant to agreements with the Company, Messrs. Blankley, Derr and Kornfeld
will be entitled to a severance benefit in the event that the executive's
employment is terminated by the Company without cause or by the executive for
good reason within 18 months after a Change in Control (as defined below), in
an amount equal to 2.99 times the executive's average taxable compensation (as
defined under Section 280G of the Internal Revenue Code of 1986, as amended
("the Code")) from the
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<PAGE>
Company during the five preceding taxable years. Each benefit is subject to
reduction, if necessary to prevent any "excess parachute payments" within the
meaning of Section 280G of the Code. For purposes of the agreements, a "Change
in Control" means the acquisition of 30% or more of the voting stock of the
Company by any party other than the Company (or its affiliates), or a change in
the members of the Board of Directors, within any two-year period, such that
the members at the beginning of the period cease to constitute a majority
(unless the change is approved by two-thirds of the persons who are members at
the beginning of the period). Assuming that a Change in Control, followed by a
termination of employment, occurred on January 31, 1994, the following amounts
would be payable pursuant to the agreements: Mr. Blankley--$1,465,564; Mr.
Derr--$1,114,603; Mr. Kornfeld--$1,071,658.
Pursuant to a Supplemental Senior Executive Death Benefit Program (the
"Program"), the Company has entered into individual agreements with certain
executives which require the Company to pay death benefits to their designated
beneficiaries and to pay benefits to the executives under certain
circumstances. If a covered executive dies before retirement or before age 65
while on disability retirement, the executive's beneficiary will receive
monthly payments from the date of the executive's death until the date he or
she would have attained age 80, but not less than for 15 years (the 15-year
minimum guarantee does not apply to executives whose inclusion in the Program
is approved after December 31, 1986). The specified dollar amount of the
payments is determined on the basis of the executive's salary and age. In
addition, the standard death benefit payable to all salaried personnel from the
Company's group term life insurance policy is limited to $50,000 for
participants in the Program. If a covered executive retires, or reaches age 65
while on disability retirement, the Program provides for an annual benefit of
one-tenth of an amount equal to the lesser of (a) twice the executive's average
annual base salary for the last five full years of service, rounded off to the
next highest multiple of $50,000 or (b) a maximum amount specified in the
agreement. The highest maximum amount specified in the existing agreements is
$1,000,000. The benefit is payable monthly over a period of 10 years to the
executive or the executive's beneficiary. The payments will commence for
retirees at age 70 or death, whichever is earlier. However, if the executive
retires after age 70, the payments commence on retirement.
To fund benefits under the Program, the Company has purchased individual life
insurance policies on the lives of certain of the covered executives. The
Company retains the right to terminate all of the Program agreements under
certain circumstances. Messrs. Blankley, Derr, Hermance, Kornfeld and Marsinek
are participants in the Program.
PROPOSAL (2)
REDUCTION OF THE PAR VALUE OF THE COMPANY'S COMMON STOCK FROM
$1.00 PER SHARE TO $.01 PER SHARE
The Company's Certificate of Incorporation currently provides that the par
value of each share of the Company's common stock is $1.00. The Board of
Directors recommends the adoption of a resolution amending the Company's
Certificate of Incorporation to reduce the par value of the Company's common
stock from $1.00 per share to $.01 per share. The text of the proposed
resolution and amendment is set forth below.
The proposed reduction in par value will not affect the rights of any
shareholder of the Company or result in any increase or decrease in the total
shareholders' equity and will not require share certificates to be exchanged.
As a result of the reduction, the Company's stated capital account for its
common stock will be reduced to the new aggregate par value and $.99 per issued
share (approximately $46 million in the aggregate based on the number of issued
shares on the record date for the meeting) will be transferred from such
capital account to the additional paid-in capital
15
<PAGE>
account. Subject to various limitations in the Company's credit facilities,
this transfer will increase the amount of surplus capital available for
dividends, share repurchases (including the ongoing share repurchase program
which the Company announced in November 1993 as part of its plan to enhance
shareholder value) and other actions the Company may take in managing its
capital resources. The Board believes that reducing the par value of its common
stock at this time will benefit the Company and its shareholders by affording
the Company greater financial flexibility in the future.
The proposed resolutions to be voted upon by the shareholders of the Company at
the meeting are as follows:
"RESOLVED, that it is deemed advisable and in the best interests of AMETEK,
Inc. (the "Corporation") to amend Article IV of the Corporation's
Certificate of Incorporation so as to reduce the par value of its Common
Stock from $1.00 per share to $.01 per share; and it is further
RESOLVED, that the introductory paragraph of Article IV of the
Corporation's Certificate of Incorporation be, and it hereby is, amended so
as to read in its entirety as follows:
"The total number of shares which the Corporation shall have authority to
issue is 105,000,000 of which 100,000,000 shares, of the par value of $.01
each, shall be Common Stock, and 5,000,000 shares, of the par value of $1
each, shall be Preferred Stock.' "
The affirmative vote of a majority of the outstanding shares of common stock
entitled to vote thereon is required for the adoption of this proposal.
THE BOARD RECOMMENDS THAT YOU VOTE FOR ADOPTION OF THIS AMENDMENT TO THE
COMPANY'S CERTIFICATE OF INCORPORATION.
PROPOSAL (3)
APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed the firm of Ernst & Young, which has
audited the accounts of the Company since 1930, as independent auditors for the
year 1994. The stockholders are requested to signify their approval or
disapproval of the appointment.
It is expected that a representative of Ernst & Young will be present at the
annual meeting of stockholders. The representative will have an opportunity to
make a statement and is expected to be available to respond to appropriate
questions.
MANAGEMENT RECOMMENDS A VOTE FOR APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG
AS THE COMPANY'S AUDITORS FOR 1994.
PROPOSAL (4)
SHAREHOLDER PROPOSAL
U.S. Trust Company, 40 Court Street, Boston, Massachusetts 02108, has notified
the Company that it intends to present the following proposal and supporting
statement at the meeting:
RECONSTITUTION OF AMETEK, INC. BOARD OF DIRECTORS
GIVEN that as of October 31, 1993 the total return of AMETEK, Inc.
stock has underperformed its self-defined industry peer group by 95
percentage points cumulatively since the end of 1987;
GIVEN that AMETEK's Board of Directors includes only one truly
independent member;
16
<PAGE>
GIVEN that the Board's Compensation Committee includes two effective
insiders, and that no Nominating Committee exists;
GIVEN that the Board recently reduced its membership from nine to seven;
GIVEN that the seven directors include only one woman and no minorities;
RESOLVED: The shareholders request that the Board of Directors of AMETEK,
Inc. reconstitute and/or expand the Board of Directors to include:
1. A two-thirds majority of truly independent directors;
2. Nominating and Compensation Committees with a majority of
independent directors;
3. Better diversity with respect to expertise, gender and race.
The current composition and structure of the Board of Directors does not
adequately ensure representation of shareholder interests. This is of
special concern because the total return from the Company's stock has been
substantially less than a self-designated peer group over a multi-year
period. Fundamental earnings growth has been erratic. AMETEK's annual
operating EPS have ranged from $.87 in 1989 to $1.01 in 1992 and were $.57
for the past four quarters. The Board has increased the dividend annually
but it now represents a 100% payout of earnings compared to 50% a decade
ago.
The seven member board includes the Chief Executive Officer, the senior
partner of AMETEK's general counsel, four individuals who are current, or
previous, officers or directors of American Securities Corporation ("ASC"),
and one individual with a financial services background who has no stated
relationship with the Company. ASC has and continues to render financial
advisory and other services to AMETEK. Two other effective insider
directors retired in 1993, at which time the Board reduced its membership
from nine to seven. Executive officers and directors together owned 4.2% of
outstanding shares as of January 1993.
Unlike many other public companies, this Board has no nominating committee.
Its compensation committee includes two members affiliated with ASC.
The current Board composition also makes it difficult for shareholders to
evaluate certain Company actions. As of March 1993 AMETEK had invested
$1,300,000 and contemplated investing up to an additional $2,700,000 in a
real estate limited partnership. Directors and officers of the Company,
together with their affiliates, associates and family members had made
commitments to invest up to $9,890,000 of their money in this partnership.
There is increased awareness in Corporate America regarding the advantages
of diversity. AMETEK's Board could benefit from a greater diversity of
professional experience and the varied perspectives brought by women and
minority members. Employees, customers and shareholders are diverse in
terms of gender and race, which should be reflected on AMETEK's Board. We
believe that greater diversity is in the long-term financial interest of
the shareholders, and is consistent with the expectations of shareholders.
THE BOARD OF DIRECTORS HAS CONSIDERED THE FOREGOING PROPOSAL AND RECOMMENDS
THAT THE SHAREHOLDERS VOTE AGAINST IT.
The Board of Directors is responsible for the overall direction of the
business and affairs of the Company. We are constantly assessing the
composition of the Board and seeking to achieve a balance
17
<PAGE>
of knowledge, experience and capability amongst its individual members. Your
Board believes that its current composition, which consists of a majority of
non-employee directors, achieves this desirable balance.
In your Board's opinion, the assertions in the foregoing proposal are
incorrect. Only one of our current seven member board is an employee of the
Company. The remaining six members are independent individuals who are
shareholders of the Company. As shareholders, these Board members are well
suited to represent the financial interests of the Company's shareholders. This
fact was clearly demonstrated in November 1993 when your Board adopted a
detailed and aggressive plan to enhance shareholder value.
The Board also believes that the proposal is based on an overly narrow and
imprecise definition of who may be an "independent" director. For example,
former or existing non-employee relationships do not automatically undermine a
director's independence, particularly when a director also holds a financial
interest as a shareholder of the Company. The proposal would unnecessarily
exclude many qualified candidates who have demonstrated a longstanding interest
in the Company's success and who have devoted considerable time and energy in
pursuit of that interest.
In addition, the proposal calls for diversifying the Board's membership. While
diversity is certainly a consideration of the Board in making its nominations,
the Board views the principal criteria for Board membership to be the
commitment to shareholder value and ownership in the Company.
The proposal, given its varied agenda for Board membership, could potentially
limit the ability of Ametek's shareholders to have Board representation that
best reflects their interests.
IN LIGHT OF THE FOREGOING, YOUR BOARD RECOMMENDS A VOTE AGAINST THE PROPOSAL.
(5) OTHER MATTERS
As of this date the Board of Directors is not aware of any matters which may
come before the meeting other than those hereinabove set forth, but the proxy
solicited herewith confers discretionary authority to vote with respect to any
other business that may properly come before the meeting.
Proposals of stockholders intended to be presented at the Company's 1995 annual
meeting of stockholders must be received by the Company at its executive
offices shown on page 2 of this proxy statement on or prior to November 17,
1994 to be eligible for inclusion in the proxy material to be used in
connection with the 1995 annual meeting.
By order of the Board of Directors
ROBERT W. YANNARELL,
Secretary
Dated: New York, New York, March 24, 1994
18
<PAGE>
LOGO
PRINTED ON RECYCLED PAPER.
This document is printed on recycled paper which contains at least 10% post
consumer waste.
<PAGE>
AMETEK, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Walter E. Blankley, Lewis G. Cole and Robert
W. Yannarell, or a majority of those present and acting, or, if only one is
present, then that one, proxies, with full power of substitution, to vote all
stock of AMETEK, INC. which the undersigned is entitled to vote at the
Company's Annual Meeting to be held at Hotel du Pont, 11th and Market Streets,
Wilmington, Delaware, on Tuesday, April 26, 1994, at two o'clock in the
afternoon, and at any adjournment thereof, hereby ratifying all that said
proxies or their substitutes may do by virtue hereof, and the undersigned
authorizes and instructs said proxies to vote as follows:
(TO BE SIGNED ON REVERSE SIDE)
SEE REVERSE
SIDE
<PAGE>
/X/ PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
UNLESS OTHERWISE SPECIFIED, THE UNDERSIGNED'S VOTE IS TO BE CAST FOR ALL OF THE
BOARD OF DIRECTORS NOMINEES, FOR PROPOSALS 2 AND 3 AND AGAINST PROPOSAL 4, ALL
AS MORE FULLY DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT.
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF DIRECTORS AND
- ----------------------------------------------------------------------
PROPOSALS 2 AND 3.
- -----------------
Walter E. Blankley, Lewis G. Cole, Helmut N. Friedlaender, Sheldon S.
Gordon, Charles D. Klein, David P. Steinmann, Elizabeth R. Varet
FOR ALL NOMINEES WITHHOLD AUTHORITY
1. Election of / / / /
Directors:
FOR AGAINST ABSTAIN
2. Amendment to / / / / / /
Certificate of
Incorporation:
FOR AGAINST ABSTAIN
3. Appointment of Ernst & Young / / / / / /
as Auditors:
INSTRUCTION: To withhold authority to vote for any individual nominee, place
an 'X' in the box on the left (FOR ALL NOMINEES) and write that nominee's name
in the space provided below.
- ----------------------------------------
- -------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST SHAREHOLDER
------------------------------------------------------------
PROPOSAL 4.
-----------
FOR AGAINST ABSTAIN
4. Shareholder proposal regarding / / / / / /
reconstitution of Board of
Directors:
---------------------------------------------------------------
In their discretion, the proxies are authorized to
vote upon such other business as may properly
come before the meeting.
Receipt of the notice of said meeting and of the
Proxy Statement and Annual Report of Ametek, Inc.
accompanying the same is hereby acknowledged.
Please date, sign and return this proxy in the
enclosed envelope.
SIGNATURE(S) DATED ,1994
-------------------------------------------- ----------
DATED ,1994
-------------------------------------------- ----------
NOTE: Please sign exactly as your name appears hereon. Executors,
administrators, trustees, etc. should so indicate when signing, giving full
title as such. If signer is a corporation, execute in full corporate name by
authorized officer. If shares held in the name of two or more persons, all
should sign.
