<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
/ / 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
ANALYSTS INTERNATIONAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
AIC ANALYSTS INTERNATIONAL CORPORATION LOGO
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 17, 1995
The annual meeting of shareholders of Analysts International Corporation
will be held at the Edina Country Club, 5100 Wooddale Avenue, Edina, Minnesota
on October 17, 1995 at 3 o'clock p.m., for the following purposes:
1. to elect six directors of the Company;
2. to ratify the appointment of Deloitte & Touche LLP as independent
auditors to examine the Company's accounts for the fiscal year ending
June 30, 1996; and
3. to transact such other business as may properly come before the meeting
or any adjournment thereof.
Shareholders of record at the close of business on August 31, 1995 are
entitled to notice of and to vote at the meeting.
Your attention is directed to the Proxy Statement accompanying this Notice
for a more complete statement of the matters to be considered at the meeting. A
copy of the Annual Report for the year ended June 30, 1995 also accompanies this
Notice.
By Order of the Board of Directors
[SIGNATURE]
Thomas R. Mahler
SECRETARY
Approximate date of mailing of proxy materials:
September 5, 1995
Please sign, date and return your proxy in the enclosed envelope.
<PAGE>
AIC ANALYSTS INTERNATIONAL CORPORATION LOGO
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 17, 1995
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of proxies in the accompanying form. Shares will be voted in
the manner directed by the shareholders. Proxies that are signed by shareholders
but lack any such specification will be voted in favor of the election of
directors and ratification of auditors as set forth herein. A shareholder giving
a proxy may revoke it at any time before it is exercised by (a) delivering to
the Secretary of the Company, at or prior to the meeting, a later dated duly
executed proxy relating to the same shares, or (b) delivering to the Secretary
of the Company, at or prior to the meeting, a written notice of revocation
bearing a later date than the proxy. Any written notice or proxy revoking a
proxy should be sent to Analysts International Corporation, 7615 Metro
Boulevard, Minneapolis, Minnesota 55439, Attention: Thomas R. Mahler, Secretary.
Shareholders of record on August 31, 1995 will be entitled to receive notice
of and to vote at the meeting. As of the record date, there were outstanding and
entitled to be voted at the meeting 7,261,526 common shares, each share being
entitled to one vote.
The two proposals which have been properly submitted for action by
shareholders at the annual meeting are as listed in the Notice of Annual Meeting
of Shareholders. Management is not aware of any other items of business which
will be presented for shareholder action at the annual meeting. Should any other
matters properly come before the meeting for action by shareholders, the shares
represented by proxies will be voted in accordance with the judgment of the
persons voting the proxies.
The affirmative vote of the holders of a majority of the outstanding shares
of Common Stock present and entitled to vote is required for election to the
Board of Directors of each of the nominees and for the approval of the other
proposal described in this Proxy Statement. For this purpose, a shareholder who
abstains is considered to be present and entitled to vote at the meeting, and is
in effect casting a negative vote, but a shareholder (including a broker) who
does not give authority to a proxy to vote, or withholds authority to vote,
shall not be considered present and entitled to vote.
<PAGE>
PROPOSAL NUMBER ONE
ELECTION OF DIRECTORS
Unless otherwise directed by the shareholders, shares represented by proxies
will be voted in favor of the election of the following nominees for directors
to serve until the next annual meeting and until their successors are elected
and qualified. Each nominee is at present a member of the Board of Directors and
was previously elected as a director by the shareholders. If any nominee is
unable to stand for election, it is intended that shares represented by proxy
will be voted for a substitute nominee recommended by the Board of Directors,
unless the shareholder otherwise directs. Management is not aware that any
nominee is unable to so stand for election.
<TABLE>
<CAPTION>
NAMES, PRINCIPAL OCCUPATIONS FOR THE PAST FIVE YEARS COMMON SHARES PERCENT
AND SELECTED OTHER INFORMATION CONCERNING NOMINEES FOR DIRECTORS OWNED(1) OF CLASS
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------
VICTOR C. BENDA President and Chief Operating Officer of the Company 361,128(2) 4.97%
Director since 1970
Age -- 64
- ------------------------------------------------------------------------------------------------------------------------------
WILLIS K. DRAKE Chairman of the Board (retired) of Data Card Corporation, a 21,033 *
Director since 1982 manufacturer of embossing and encoding equipment
Age -- 72
Mr. Drake is also a director of Innovex, Inc., Digi International, Inc. and Telident, Inc.
- ------------------------------------------------------------------------------------------------------------------------------
FREDERICK W. LANG Chairman and Chief Executive Officer of the Company 199,076(3) 2.74%
Director since 1966
Age -- 70
- ------------------------------------------------------------------------------------------------------------------------------
MARGARET A. LOFTUS Principal in Loftus Brown - Wescott, Inc., business consultants, 450 *
Director since 1993 since 1989. Formerly Vice President - Software, Cray Research,
Age -- 51 Inc.
Ms. Loftus is also Board Chair of Unimax Systems Corporation and a director of Medical Documenting
Systems, Inc.
- ------------------------------------------------------------------------------------------------------------------------------
EDWARD M. MAHONEY Chairman and CEO (retired) of Fortis Advisers, Inc., an 7,230 *
Director since 1980 investment advisor, and Fortis Investors, Inc., a broker-dealer
Age -- 65
Mr. Mahoney is also a director of the eleven Fortis mutual fund companies.
- ------------------------------------------------------------------------------------------------------------------------------
ROBB PRINCE Vice President and Treasurer (retired) of Jostens Inc., a 1,000 *
Director since 1994 provider of products and services for the youth, education,
Age -- 54 sports award and recognition markets
Mr. Prince is also a director of the eleven mutual fund companies managed by Fortis Advisers, Inc.
- ------------------------------------------------------------------------------------------------------------------------------
All directors and executive officers as a group (8 in number) 704,122(4) 9.69%
- ------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Except as otherwise indicated, each person possesses sole voting and
investment power with respect to shares shown as beneficially owned.
Ownership and percent of class owned is provided as of August 31, 1995. An
asterisk indicates the shares held are less than one percent of total
shares outstanding.
(2) Includes (a) 15,378 shares held by members of his family and as to which he
disclaims beneficial ownership and (b) 18,750 shares subject to an option
exercisable within 60 days of August 31, 1995.
</TABLE>
2
<PAGE>
<TABLE>
<S> <C>
(3) Includes (a) 2,800 shares held by members of his family and as to which he
disclaims beneficial ownership and (b) 18,750 shares subject to an option
exercisable within 60 days of August 31, 1995.
(4) Includes 52,500 shares subject to options exercisable within 60 days of
August 31, 1995. Also includes shares owned by non-director executive
officers as follows: Thomas R. Mahler -- 12,515 and Gerald M. McGrath --
49,190.
</TABLE>
BOARD COMMITTEES AND COMPENSATION
The two standing committees of the Board of Directors are the Audit
Committee and the Compensation Committee. Current committee members are as
follows:
<TABLE>
<CAPTION>
NAME OF COMMITTEE MEMBERSHIP
- ------------------------------ --------------------------------------------
<S> <C>
Audit Committee Willis K. Drake, Margaret A. Loftus and
Edward M. Mahoney
Compensation Committee Willis K. Drake, Edward M. Mahoney and Robb
Prince
</TABLE>
The Audit Committee, which is made up entirely of non-employee Directors,
held two meetings during the fiscal year and consulted with one another on
Committee matters between meetings. The Committee's purpose is to oversee the
Company's accounting and financial reporting policies and practices and to
assist the Board of Directors in fulfilling its fiduciary and corporate
accountability responsibilities. Its responsibilities include selecting the
Company's independent certified public accountants; reviewing and approving the
scope of the annual audit as proposed by the independent certified public
accountants; reviewing the results of the annual audit; and considering
recommendations of the independent certified public accountants regarding the
Company's system of internal accounting controls and financial reporting. The
Company's independent certified public accountants always have direct access to
Audit Committee members.
The Compensation Committee, which also is made up entirely of non-employee
Directors, held three meetings during the fiscal year and consulted with one
another on Committee matters during the year. The Committee's purpose is to
monitor management compensation for consistency with corporate objectives and
shareholders' interests. It recommends to the full Board the annual salaries and
incentive plans for executive officers; monitors and makes recommendations to
the full Board regarding retirement plans for executive officers; grants options
under the Company's stock option plans; and oversees and monitors compensation
plans.
The Board of Directors does not have a nominating committee.
During the fiscal year, there were six regular meetings of the Board of
Directors; combined attendance of incumbent directors at meetings of the Board
of Directors and of standing committees exceeded 98%.
Directors who are not officers or employees of the Company each received a
quarterly fee of $3,000 and fees of $700 for each Board of Directors meeting and
$500 for each committee meeting attended.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE NOMINEES.
3
<PAGE>
PROPOSAL NUMBER TWO
APPOINTMENT OF AUDITORS
Unless otherwise directed by the shareholders, shares represented by proxy
at the meeting will be voted in favor of ratification of the appointment of the
firm of Deloitte & Touche LLP to examine the accounts of the Company for the
year ending June 30, 1996. Management believes that neither Deloitte & Touche
LLP nor any of its partners presently has or has held within the past three
years any direct or indirect interest in the Company. A representative of
Deloitte & Touche LLP is expected to be present at the annual meeting and will
be given an opportunity to make a statement if so desired and to respond to
appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
PROPOSAL TO APPROVE THE APPOINTMENT OF DELOITTE & TOUCHE LLP.
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors administers the
Company's executive compensation program. The Compensation Committee, consisting
of three non-employee directors, meets formally and consults informally during
the year. A more complete description of the functions of the Compensation
Committee is set forth above under the caption "Board Committees and
Compensation."
COMPENSATION PHILOSOPHY AND OBJECTIVES. The Company's executive
compensation philosophy is to pay for performance. The objectives of the
Company's executive compensation program are to:
- Provide compensation that enables the Company to attract and
retain key executives.
- Reward the achievement of desired Company performance goals.
- Align the interest of the Company's executives to shareholder
return through long-term opportunities for stock ownership.
The executive compensation program provides an overall level of compensation
opportunity that the Compensation Committee believes, in its judgment and
experience, is competitive with other companies of comparable size and
complexity. Actual compensation levels may be greater or less than compensation
levels at other companies based upon annual and long-term Company performance as
well as individual performance. The Compensation Committee uses its discretion
to establish executive compensation at levels in its judgment warranted by
external or internal factors as well as an executive's individual circumstances.
In arriving at what it considers appropriate levels and components of
compensation, the Compensation Committee from time to time utilizes industry
compensation data provided by Wyatt & Co., a nationally recognized compensation
consulting firm.
EXECUTIVE COMPENSATION PROGRAM COMPONENTS. The Company's executive
compensation program consists of base salary, annual cash bonus incentives and
long-term incentives in the form of stock options. The particular elements of
the compensation program are discussed more fully below.
BASE SALARY. Base pay levels of executives are determined by the potential
impact of the individual on the Company and its performance, the skills and
experiences required by the position, salaries
4
<PAGE>
paid by other companies for comparable positions, and personal and corporate
development goals and the overall performance of the Company. Base salaries for
executives are maintained at levels that the Compensation Committee believes,
based on its own judgment and experience, are competitive with other companies
of comparable size and complexity. Executive salary increases have been less
than 5% per year over the past three years.
ANNUAL CASH BONUS INCENTIVES. The Compensation Committee emphasizes annual
cash bonus incentives as a means of rewarding executives for significant Company
and individual performance. Prior to the beginning of each fiscal year, the
Compensation Committee establishes objective performance criteria for incentive
compensation for each executive officer, taking into account business conditions
and profit projections for the coming year. Incentive compensation for each
executive officer is based on attainment of the performance criteria so
established. Performance criteria for each of the past three fiscal years for
Mr. Lang, CEO of the Company, Mr. Benda, Mr. Mahler and Mr. McGrath have been
based on the Company's attainment of specified pre-tax profit objectives.
The Compensation Committee believes that this incentive arrangement creates
a direct relationship between the most important measure of Company performance
- - profit - and executive compensation.
LONG-TERM INCENTIVES. Long-term incentives are provided in the form of
stock options. The Committee and the Board of Directors believe that
management's ownership of a significant equity interest in the Company is a
major incentive in building shareholder wealth and aligning the long term
interests of management and shareholders. Stock options, therefore, are granted
at the market value of the Common Stock on date of grant and typically vest in
installments of 25% per year beginning one year after grant. The value received
by the executive from an option granted depends completely on increases in the
market price of the Company's Common Stock over the option exercise price.
Consequently, the value of the compensation is aligned directly with increases
in shareholder value. Grants of stock options are made by the Compensation
Committee based upon the executive's contribution toward Company performance and
expected contribution toward meeting the Company's long-term strategic goals.
TAX DEDUCTIBILITY CONSIDERATIONS. Effective January 1, 1994, deductibility
of compensation paid to the Company's four executive officers is limited to $1
million per executive, except for certain "performance-based" compensation as
defined in Section 162(m) of the Internal Revenue Code of 1986, as amended. The
Committee has been advised that compensation attributable to stock options
granted under plans approved by shareholders will qualify as performance-based
compensation. For 1995, compensation in the form of salary and cash bonus
incentives will not exceed the limit and therefore will be fully deductible, and
the Committee does not anticipate that compensation in these forms for any
individual executive officer will exceed the deductibility limit in the
foreseeable future. The Committee will take appropriate action to preserve the
deductibility of executive compensation at such future time as it deems
necessary.
E.M. Mahoney, Chair
W.K. Drake
R. Prince
MEMBERS OF THE COMPENSATION COMMITTEE
5
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth the cash and non-cash compensation for each
of the last three fiscal years awarded to or earned by the Chief Executive
Officer and the other three executive officers of the Company.
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
----------------------------------- ------------- ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) OPTIONS(#) COMPENSATION(2)
- ------------------------------------------ --------- ----------- ----------- ------------- ----------------
<S> <C> <C> <C> <C> <C>
F.W. Lang ................................ 1995 $ 309,420 $ 247,536 10,000 $ 1,517
Chairman & Chief Executive Officer 1994 $ 295,000 $ 140,629 0 $ 1,412
1993 $ 283,350 $ 198,345 25,000 $ 2,596
V.C. Benda ............................... 1995 $ 272,100 $ 217,680 10,000 $ 851
President and Chief Operating Officer 1994 $ 262,000 $ 124,926 0 $ 736
1993 $ 249,165 $ 174,416 25,000 $ 1,445
T.R. Mahler .............................. 1995 $ 161,330 $ 64,532 7,000 $ 394
Secretary and General Counsel 1994 $ 155,000 $ 37,042 0 $ 264
1993 $ 147,735 $ 51,707 10,000 $ 540
G.M. McGrath ............................. 1995 $ 161,330 $ 64,532 7,000 $ 281
Vice President - Finance and Treasurer 1994 $ 155,000 $ 37,042 0 $ 363
1993 $ 147,735 $ 51,707 10,000 $ 763
<FN>
- ------------------------
(1) Represents amounts paid with respect to the fiscal years shown under the
incentive compensation plans described herein.
(2) Represents life insurance premiums paid for each executive.
</TABLE>
OPTIONS
The following tables show certain information regarding stock options
granted during fiscal 1995 to the Company's four executive officers, the number
of options exercised by them during the fiscal year and the number and value of
options unexercised at fiscal year end.
AGGREGATED OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
% OF TOTAL REALIZABLE VALUE(2)
NUMBER OF OPTIONS GRANTED EXERCISE EXPIRATION ----------------------
NAME OPTIONS GRANTED(1) IN FISCAL YEAR PRICE DATE 5% 10%
- ------------------------- ------------------ --------------- ----------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
10,000 14.1 $ 19.25 12/15/99 $ 53,184 $ 117,523
F.W. Lang................
10,000 14.1 19.25 12/15/99 53,184 117,523
V.C. Benda...............
5,000 7.0 19.25 12/15/99 26,592 58,761
2,000 3.8 25.9375 6/15/00 14,332 31,670
T.R. Mahler..............
5,000 7.0 19.25 12/15/99 26,592 58,761
2,000 3.8 25.9375 6/15/00 14,332 31,670
G.M. McGrath.............
<FN>
- ------------------------
(1) All options were granted at an exercise price equal to the fair market
value on the date of grant. The grants provide that the options are not
exerciseable during the first year after the grant, and thereafter become
exerciseable at the rate of 25% per year for each of the next four years.
(2) The dollar amounts under these columns are the result of calculations at 5%
and 10% rates required by the SEC and are not intended to forecast possible
future appreciation, if any, of the stock price.
</TABLE>
6
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUE
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES OPTIONS AT END OF YEAR END OF YEAR
ACQUIRED VALUE -------------------------- ------------------------------
NAME ON EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE(2) UNEXERCISABLE(2)
- --------------------------- ----------- ----------- ----------- ------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
F.W. Lang.................. 33,300 $ 386,391 18,750 28,750 $ 187,750 $ 255,000
V.C. Benda................. 21,000 $ 246,320 18,750 28,750 $ 187,750 $ 255,000
T.R. Mahler................ 7,500 $ 98,775 7,500 14,500 $ 75,000 $ 108,875
G.M. McGrath............... 15,000 $ 167,738 7,500 14,500 $ 75,000 $ 108,875
<FN>
- ------------------------
(1) Value calculated as the market value on date of exercise less the exercise
price.
(2) Value calculated as the market value on June 30, 1995 less the option
exercise price.
</TABLE>
EMPLOYMENT CONTRACTS. Agreements with Messrs. Lang, Benda, Mahler and
McGrath provide that, following a change in control, the Company will (i)
continue their employment for specified periods (36 months in the case of
Messrs. Lang and Benda and 12 months in the case of Messrs. Mahler and McGrath)
without reduction in compensation or benefits and (ii) provide them with a
severance payment should the Company terminate their employment during those
periods. The amount of the severance payment would be 2.99 times annualized
compensation for Messrs. Lang and Benda and one times annualized compensation
for Messrs. Mahler and McGrath. Other agreements with Messrs. Lang, Benda,
Mahler and McGrath provide that they are entitled to receive incentive
compensation under their incentive compensation plans described above for the
balance of the fiscal year in the event of a change in control.
SENIOR EXECUTIVE RETIREMENT PLAN. Messrs. Lang, Benda, Mahler and McGrath
are eligible for retirement benefits under this plan, which provides for an
annual payment equal to 60% of average cash compensation (30% of compensation
for Messrs. Mahler and McGrath) for the highest five years of the last ten years
of employment. The benefit is payable for fifteen years in the case of
retirement after age 65. Estimated annual benefits payable to Messrs. Lang,
Benda, Mahler and McGrath under this plan following retirement at age 65 (age 71
for Mr. Lang), are $276,512, $258,915, $68,081, and $68,081, respectively. A
trust agreement has been entered into with Norwest Bank Minnesota, N.A., as
trustee, under which the trustee is to hold the assets required to fund this
plan and make the required distributions.
7
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph compares the Company's five-year cumulative total return
to the NASDAQ Index and a peer group index selected by the Company over a five
year period beginning July 1, 1990 and ending June 30, 1995. The total
shareholder return assumes $100 invested at the beginning of the period in AiC
Common Stock and in each of the foregoing indices. It also assumes reinvestment
of all dividends. Past financial performance should not be considered to be a
reliable indicator of future performance, and investors should not use
historical trends to anticipate results or trends in future periods.
COMPARISON OF CUMULATIVE TOTAL RETURN
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
ANALYSTS INTERN NASDAQ U.S. PEER GROUP
<S> <C> <C> <C>
1990 100.00 100.00 100.00
1991 73.4 105.89 116.78
1992 92.33 127.25 122.00
1993 164.42 159.99 158.33
1994 141.57 161.61 201.75
1995 228.95 215.33 273.72
Assumes initial investment of $100
* Total return assumes reinvestment of divi-
dends
Note: Total returns based on market
capitalization
</TABLE>
The peer group index reflects the stock performance of the following publicly
traded companies in the Company's industry: American Management Systems,
Computer Data Systems, Inc., Computer Horizons, Computer Sciences, Computer Task
Group, Keane Inc., SHL Systemhouse and Technalysis Corp.
8
<PAGE>
OTHER INFORMATION
PRINCIPAL SHAREHOLDERS
The table below sets forth certain information as to each person or entity
known to the Company to be the beneficial owner of more than 5% of the Company's
common stock:
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME AND ADDRESS BENEFICIALLY PERCENT
OF BENEFICIAL OWNER OWNED OF CLASS
- ------------------------------------ ----------------- ------------
<S> <C> <C>
Fiduciary Management, Inc. 561,395(1) 7.73%
225 East Mason Street
Milwaukee, WI 53202
Janus Capital Corporation 390,450(2) 5.38%
100 Fillmore Street, Suite 300
Denver, CO 80206-4923
<FN>
- ------------------------
(1) As reported in its Schedule 13G dated February 1, 1995, Fiduciary
Management, Inc. has sole depositive power over 389,095 shares and has
shared dispositive power over 172,300 shares.
(2) As reported in its Schedule 13G dated February 9, 1995, Janus Capital
Corporation has shared voting power and shared dispositive power over
390,450 shares. Voting and dispositive power is reported as being shared
with Janus Venture Fund and Thomas H. Bailey, who are affiliated with Janus
Capital Corporation.
</TABLE>
SOLICITATION OF PROXIES
Expenses in connection with the solicitation of proxies will be paid by the
Company. Solicitation will be conducted primarily by mail, and, in addition,
directors, officers and employees of the Company may solicit proxies personally,
by telephone or by mail at no additional compensation to them. The Company will
reimburse brokerage houses and other custodians for their reasonable expenses in
forwarding proxy materials to beneficial owners of common stock. The Company has
retained D. F. King & Co., Inc., 60 Broad Street, New York, New York 10004 to
assist with solicitation of proxies from brokerage houses and other custodians
who are record holders of shares owned beneficially by others, the estimated
cost of which is $3,500 plus out of pocket expenses.
1996 SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the annual meeting in
1996 must be submitted to the Company in appropriate written form on or before
May 7, 1996.
By Order of the Board of Directors
[SIGNATURE]
Thomas R. Mahler
SECRETARY
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE FILL IN, DATE AND SIGN THE
ENCLOSED PROXY EXACTLY AS YOUR NAME APPEARS THEREON AND MAIL IT PROMPTLY IN THE
ENCLOSED ENVELOPE.
9
<PAGE>
ANALYSTS INTERNATIONAL CORPORATION
PROXY FOR 1995 ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints F. W. Lang and
T. R. Mahler or either one of them with full power of substitution, as proxy or
proxies, to vote all Common Shares of Analysts International Corporation of the
undersigned at the Annual Meeting of Shareholders on October 17, 1995 and at all
adjournments thereof, on the following matters:
<TABLE>
<S> <C> <C> <C>
1. ELECTION OF DIRECTORS / / FOR all nominees listed below / / WITHHOLD AUTHORITY
(except as marked to the contrary to vote for all nominees listed
below) below
</TABLE>
V. C. Benda, W. K. Drake, F. W. Lang, M. A. Loftus, E. M. Mahoney, and R. Prince
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
2. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE as independent auditors for the year ending June 30,
1996.
</TABLE>
/ / FOR / / AGAINST / / ABSTAIN
<TABLE>
<S> <C> <C> <C>
3. In their discretion, upon such other matters as may properly come before the meeting or any adjournment
thereof.
</TABLE>
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND WILL BE VOTED AS
SPECIFIED ABOVE. IF NO SPECIFICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR
OF THE ABOVE MATTERS.
Please complete, sign and mail this Proxy promptly in the enclosed envelope,
which requires no postage if mailed in the United States.
Dated
----------------------------------,
1995
----------------------------------
Signature of Shareholder
----------------------------------
Signature of Shareholder
(Please sign your name exactly as
it appears hereon. In the case of
stock held in joint tenancy, all
joint tenants must sign.
Fiduciaries should indicate title
and authority.)
