<PAGE>
AIC ANALYSTS INTERNATIONAL CORPORATION LOGO
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 15, 1998
The annual meeting of shareholders of Analysts International Corporation
will be held at the Edina Country Club, 5100 Wooddale Avenue, Edina, Minnesota
on October 15, 1998 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, 1999;
3. to increase the number of authorized common shares to 120,000,000; and
4. 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 25, 1998 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, 1998 also accompanies this
Notice.
By Order of the Board of Directors
[SIGNATURE]
Thomas R. Mahler
SECRETARY
Approximate date of mailing of proxy materials:
September 8, 1998
Please sign, date and return your proxy in the enclosed envelope.
<PAGE>
AIC ANALYSTS INTERNATIONAL CORPORATION LOGO
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 15, 1998
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 proposals 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 25, 1998 are 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 xx,xxx,xxx common shares, each share being
entitled to one vote.
The three 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.
All shares voted by proxy, including abstentions, will be counted in
determining whether a quorum is present at the meeting. Directors will be
elected by a favorable vote of a plurality of the common shares cast with
respect to the election of directors. Votes withheld from a nominee will not
count against the election of such nominee. A shareholder who abstains on
Proposals 2 or 3 (appointment of auditors and increase in authorized common
shares) will in effect cast a vote against the proposal. Broker non-votes will
not affect the outcome of the election of directors or Proposal 2. Since the
affirmative vote of a majority of common shares is required for the approval of
the proposed increase in authorized common shares, broker non-votes will have
the effect of a vote against Proposal 3.
<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 1,172,752(2) %
Director since 1970
Age -- 67
- ------------------------------------------------------------------------------------------------------------------------------
WILLIS K. DRAKE Chairman of the Board (retired) of Data Card Corporation, a 48,099(3) *
Director since 1982 manufacturer of embossing and encoding equipment
Age -- 75
Mr. Drake is also a director of Innovex, Inc., Digi International, Inc., Telident, Inc. and Unimax
Systems Corporation
- ------------------------------------------------------------------------------------------------------------------------------
FREDERICK W. LANG Chairman and Chief Executive Officer of the Company 541,917(4) %
Director since 1966
Age -- 73
- ------------------------------------------------------------------------------------------------------------------------------
MARGARET A. LOFTUS Principal in Loftus Brown - Wescott, Inc., business consultants, 2,850(3) *
Director since 1993 since 1989. Formerly Vice President - Software, Cray Research,
Age -- 54 Inc.
Ms. Loftus is also Board Chair of Unimax Systems Corporation.
- ------------------------------------------------------------------------------------------------------------------------------
EDWARD M. MAHONEY Chairman and CEO (retired) of Fortis Advisers, Inc., an 20,629(3) *
Director since 1980 investment advisor, and Fortis Investors, Inc., a broker-dealer
Age -- 68
Mr. Mahoney is also a director of the eleven Fortis mutual fund companies.
- ------------------------------------------------------------------------------------------------------------------------------
ROBB PRINCE Financial Consultant and former Vice President and Treasurer of 6,975(3) *
Director since 1994 Jostens Inc., a school products and recognition company
Age -- 57
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 (9 in number) 2,144,800(5) %
- ------------------------------------------------------------------------------------------------------------------------------
<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 25, 1998. An
asterisk indicates the shares held are less than one percent of total
shares outstanding.
(2) Includes 47,634 shares held by members of his family and as to which he
disclaims beneficial ownership.
</TABLE>
2
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<TABLE>
<S> <C>
(3) Includes 1,500 shares subject to an option excercisable within 60 days of
August 25, 1998.
(4) Includes (a) 8,400 shares held by members of his family and as to which he
disclaims beneficial ownership and (b) 69,932 shares subject to an option
exercisable within 60 days of August 25, 1998.
(5) Includes 121,901 shares subject to options exercisable within 60 days of
August 25, 1998. Also includes shares owned by non-director executive
officers as follows: Sarah Spiess -- 58,827, Thomas R. Mahler -- 80,032 and
Gerald M. McGrath -- 177,600.
</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 one meeting 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 employee 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 exceded 98%.
Directors who are not officers or employees of the Company each received a
quarterly fee of $3,500, fees of $700 for each Board of Directors meeting and
$500 for each committee meeting attended, and an option grant for 6,000 shares
of common stock of the Company at an exercise price of $31.25 per share on
January 5, 1998 pursuant to the 1996 Stock Option Plan for Non-Employee
Directors.
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, 1999. 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.
PROPOSAL NUMBER THREE
INCREASE IN AUTHORIZED COMMON SHARES
The Board of Directors recommends that shareholders consider and approve an
amendment to Article V of the Company's Articles of Incorporation which would
increase the number of authorized common shares from 60,000,000 to 120,000,000.
The proposed amendment, if adopted, would not change the provisions of the
present Article V in any manner other than to increase the number of authorized
common shares. The text of Article V, as proposed to be amended, is set forth in
Exhibit A.
As of August 25, 1998, of the currently authorized common shares, xx,xx,xxx
shares were outstanding and xxx,xxx were reserved for issuance under stock
option plans.
AiC's common shares have been split seven times, most recently in December
1997. Although currently authorized shares are sufficient to meet all presently
known needs, the Board considers it desirable that the Company have the
flexibility to issue additional common shares without further shareholder
action, unless required by law or stock exchange regulation. The availability of
these additional shares will enhance the Company's flexibility in connection
with possible stock splits, stock dividends, acquisitions, financings, and other
corporate purposes.
The Company does not have any commitment or understanding at this time for
the issuance of any of the additional common shares.
Although the Company is not aware of any pending or threatened efforts to
obtain control of the Company, the availability for issuance of additional
common shares could enable the Board of Directors to render more difficult or
discourage an attempt to do so. For example, the issuance of common shares in a
public or private sale, merger or similar transaction would increase the number
of outstanding shares, thereby diluting the interest of a party attempting to
obtain control of the Company.
Holders of common shares do not have preemptive rights to subscribe to
additional securities that may be issued by the Company, which means that
current shareholders do not have a prior right to purchase any new issue of
capital stock of the Company in order to maintain their proportionate ownership.
However, shareholders wishing to maintain their interest may be able to do so
through normal market purchases.
4
<PAGE>
Unless otherwise directed by the shareholders, shares represented by proxy
at the meeting will be voted in favor of increasing the number of authorized
common shares to 120,000,000.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE INCREASE
IN AUTHORIZED COMMON SHARES.
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 Watson Wyatt Worldwide, 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 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.
5
<PAGE>
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, Ms. Spiess, 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 shares 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 shares 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 1998, 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
6
<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 four 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 ............................................................ 1998 $348,000 $348,000 0 $ xxxx
Chairman & Chief Executive Officer 1997 $334,700 $267,760 18,582 $2,005
1996 $321,600 $257,460 10,000 $1,693
V.C. Benda ........................................................... 1998 $306,300 $306,300 0 $ xxxx
President and Chief Operating Officer 1997 $294,500 $235,600 0 $1,153
1996 $283,000 $226,400 20,000 $ 986
S.P. Spiess(3) ....................................................... 1998 $239,200 $239,200 0 $ xxx
Executive Vice President 1997 $209,167 $105,545 30,000 $ 0
T.R. Mahler .......................................................... 1998 $181,500 $108,900 4,120 $ xxx
Secretary and General Counsel 1997 $174,500 $ 69,820 6,677 $ 302
1996 $167,830 $ 67,120 11,315 $ 286
G.M. McGrath ......................................................... 1998 $181,500 $108,900 3,446 $ xxx
Vice President - Finance and Treasurer 1997 $174,500 $ 69,820 5,216 $ 493
1996 $167,830 $ 67,120 12,315 $ 433
<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.
(3) Ms. Spiess was named Executive Vice President on December 1, 1996.
</TABLE>
OPTIONS
The following tables show certain information regarding stock options
granted during fiscal 1998 to the Company's five 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
REALIZABLE
% OF TOTAL 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>
-0- -- -- -- -- --
F.W. Lang.............................................
-0- -- -- -- -- --
V.C. Benda............................................
-0- -- -- -- -- --
S.P. Spiess...........................................
3,686 3.4% 34.94 3/05/08 35,582 80,995
434 0.4% 25.83 7/25/08 3,074 7,050
T.R. Mahler...........................................
3,446 3.2% 29.00 1/28/09 27,568 62,848
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.
</TABLE>
7
<PAGE>
<TABLE>
<S> <C>
(2) The dollar amounts under these columns are the result of calculations at 5%
and 10% rates required by rules of the Securities and Exchange Commission
and are not intended to forecast possible future appreciation, if any, of
the stock price.
</TABLE>
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....................... -0- -0- 69,932 68,871 $1,159,411.97 $919,923.35
V.C. Benda...................... 22,500 $470,474.08 15,000 37,500 $ 236,755.00 $638,212.50
S.P. Spiess..................... 22,500 $394,650.00 42,750 65,250 $ 683,636.25 $844,413.75
T.R. Mahler..................... 16,239 $348,789.18 5,250 33,856 $ 88,781.26 $498,854.52
G.M. McGrath.................... 14,368 $291,220.50 6,532 33,477 $ 100,902.56 $494,859.51
<FN>
- ------------------------
(1) Value calculated at the market value on date of exercise less the exercise
price.
(2) Value calculated at the market value on June 30, 1998 less the option
exercise price.
</TABLE>
EMPLOYMENT CONTRACTS. Agreements with the Company's executive officers
provide that, following a change in control, the Company will (i) continue their
employment for 36 months 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. Other agreements 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. The Company's executive officers are
eligible for retirement benefits under this plan, which provides for an annual
payment equal to 60% of average cash compensation for Messrs. Lang and Benda,
45% for Ms. Spiess and 30% 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 Mr. Lang, Mr. Benda, Ms. Spiess, Mr. Mahler and Mr. McGrath under this plan
following retirement at age 65 (age 72 for Mr. Lang) are $ , $ ,
$ , $ , and $ , 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.
8
<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, 1993 and ending June 30, 1998. 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>
DOLLARS AIC NASDAQ U.S. PEER GROUP
<S> <C> <C> <C>
1993 $100.00 $100.00 $100.00
1994 $86.09 $100.96 $146.64
1995 $139.22 $134.77 $205.45
1996 $229.13 $173.03 $308.69
1997 $370.80 $210.38 $376.39
1998 $475.98 $277.69 $617.84
YEARS
ASSUMES INITIAL INVESTMENT OF $100
* TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS
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, and Keane Inc.
9
<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:
NAME AND ADDRESS NUMBER OF SHARES PERCENT
OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
- ------------------------------ ------------------ --------
Putnam Investments, Inc. 1,299,489(1) %
One Post Office Square
Boston, MA 02109
T. Rowe Price Associates, Inc. 1,261,350(2) %
100 East Pratt Street
Baltimore, MD 21202
- ------------------------
(1) As reported in its Schedule 13G dated January 16, 1998, Putnam Investments,
Inc. has shared voting power over 817,639 shares and shared dispositive
power over 1,299,489 shares. Voting and dispositive power are reported as
being shared with Putnam Investments, Inc., Marsh & McLennan Companies,
Inc., Putnam Investment Management, Inc., and The Putnam Advisory Company,
Inc., who are all affiliated with Putnam Investments, Inc.
(2) As reported in its Schedule 13G dated February 12, 1998, T. Rowe Price
Associates has sole voting power over 169,450 shares and has shared
dispositive power over 1,261,350 shares.
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., 77 Water Street, New York, New York 10005 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 $4,500 plus out of pocket expenses.
1999 SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the annual meeting in
1999 must be submitted to the Company in appropriate written form on or before
May 12, 1999. Proxies solicited by Management for the Company's 1999 Annual
Meeting will be voted at the Company's discretion on matters which properly come
before the 1999 Annual Meeting but with respect to which the Company did not
have notice on or before July 26, 1999.
By Order of the Board of Directors
[SIGNATURE]
Thomas R. Mahler
SECRETARY
10
<PAGE>
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.
11
<PAGE>
ARTICLE V
The total authorized number of shares of the Corporation shall be
120,000,000 common shares of the par value of ten cents (10 CENTS) per share.
The shareholders shall have no preemptive or other rights to subscribe for
any shares, or securities convertible into shares of the corporation.
There shall be no cumulative voting of shares of the corporation.
The Board of Directors is hereby authorized and empowered to accept or
reject subscriptions for shares made after incorporation and to issue authorized
but unissued shares from time to time for such consideration as the Board of
Directors may determine, but not less than the par value of the shares so
issued.
The Board of Directors is hereby authorized and empowered to fix the terms,
provisions and conditions of options, warrants or rights to purchase or
subscribe for shares of corporation, including the price or prices at which
shares may be purchased or subscribed for and to authorize the issuance thereof.
12
<PAGE>
ANALYSTS INTERNATIONAL CORPORATION
PROXY FOR 1998 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 15, 1998 and at all
adjournments thereof, on the following matters:
1. ELECTION OF DIRECTORS / / FOR all nominees listed / / WITHHOLD
below AUTHORITY
(except as marked to the to vote for all
contrary nominees listed
below) below
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>
2. RATIFICATION OF THE
APPOINTMENT OF DELOITTE &
TOUCHE as independent auditors
for the year ending June 30,
1999.
/ / FOR / / AGAINST / / ABSTAIN
3. INCREASE AUTHORIZED COMMON
SHARES
/ / FOR / / AGAINST / / ABSTAIN
4. In their discretion, upon such
other matters as may properly
come before the meeting or any
adjournment thereof.
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<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 ______________________, 1998
__________________________________
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.)
