<PAGE>
SCHEDULE 14A
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:
[X] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Mine Safety Appliance Company
- --------------------------------------------------------------------------------
(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] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
Preliminary Copy
MSA
MINE SAFETY APPLIANCES COMPANY . P.O. BOX 426, PITTSBURGH, PENNSYLVANIA
15230 . PHONE (412) 967-3000
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Holders of Common Stock of
Mine Safety Appliances Company:
Notice is hereby given that the Annual Meeting of Shareholders of Mine
Safety Appliances Company will be held on Wednesday, May 10, 2000, at 9:00
A.M., local Pittsburgh time, at the Company's headquarters, 121 Gamma Drive,
RIDC Industrial Park, O'Hara Township, Pittsburgh, Pennsylvania for the
purpose of considering and acting upon the following:
(1) Election of Directors: The election of two directors for a term of
three years;
(2) Stock Split: Approval of an amendment to the Company's Restated
Articles to effect a 3-for-1 split of both the issued shares and the
authorized shares of the Company's Common Stock;
(3) Selection of Independent Accountants: The selection of independent
accountants for the year ending December 31, 2000;
and such other business as may properly come before the Annual Meeting or any
adjournment thereof.
Only the holders of Common Stock of the Company of record on the books of
the Company at the close of business on February 25, 2000 are entitled to
notice of and to vote at the meeting and any adjournment thereof.
You are cordially invited to attend the meeting. Whether or not you expect
to attend the meeting, please execute and date the accompanying form of proxy
and return it in the enclosed self-addressed, stamped envelope at your
earliest convenience. If you attend the meeting, you may, if you wish,
withdraw your proxy and vote your shares in person.
By Order of the Board of
Directors,
Donald H. Cuozzo
Secretary
March 24, 2000
<PAGE>
Preliminary Copy
March 24, 2000
MINE SAFETY APPLIANCES COMPANY
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Mine Safety Appliances Company (the "Company") of
proxies in the accompanying form to be voted at the Annual Meeting of
Shareholders of the Company to be held on Wednesday, May 10, 2000, and at any
and all adjournments thereof, for the purposes set forth in the accompanying
Notice of Annual Meeting of Shareholders. If a proxy in the accompanying form
is duly executed and returned, the shares of Common Stock represented thereby
will be voted and, where a specification is made by the shareholder, will be
voted in accordance with such specification. A shareholder giving the
accompanying proxy has the power to revoke it at any time prior to its
exercise upon written notice given to the Secretary of the Company.
The mailing address of the principal executive offices of the Company is
P.O. Box 426, Pittsburgh, Pennsylvania 15230.
VOTING SECURITIES AND RECORD DATE
As of February 25, 2000, the Company had 4,857,673 shares of Common Stock
issued and outstanding. Holders of Common Stock of the Company of record on
the books of the Company at the close of business on February 25, 2000 are
entitled to notice of and to vote at the Annual Meeting and at any adjournment
thereof. Such holders are entitled to one vote for each share held and do not
have cumulative voting rights with respect to the election of directors.
Holders of outstanding shares of the Company's 4 1/2% Cumulative Preferred
Stock are not entitled to vote at the meeting.
See "Stock Ownership" for information with respect to share ownership by the
directors and executive officers of the Company and the beneficial owners of
5% or more of the Company's Common Stock.
PROPOSAL NO. 1 ELECTION OF DIRECTORS
Two directors will be elected at the Annual Meeting to serve until the
Annual Meeting in 2003 and until a successor has been elected and qualified.
The Board of Directors recommends a vote FOR the election of the two nominees
named below, each of whom has consented to be named as a nominee and to serve
if elected. Properly executed proxies timely received in the accompanying form
will be voted for the election of the nominees named below, unless otherwise
directed thereon, or for a substitute nominee designated by the Board in the
event a nominee named becomes unavailable for election.
The following table sets forth certain information about the nominees, all
of whom are currently members of the Board, and about the other directors
whose terms of office will continue after the Annual Meeting:
1
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation and any Director Other
Name Position with the Company Age Since Directorships
- ---- ---------------------------- --- -------- -------------
Nominees for terms expiring in 2003:
<S> <C> <C> <C> <C>
Calvin A. Campbell, Chairman, President and 65 1994 Eastman Chemical Company
Jr. Chief Executive Officer of (an SEC reporting company);
Goodman Equipment Bulley & Andrews;
Corporation (manufacturer Immediate Past Chairman,
of underground mining National Association of
locomotives and plastics Manufacturers; Trustee,
blow molding machinery) Illinois Institute of
Technology
Thomas B. Hotopp President of the Company 58 1998 Pittsburgh Symphony Society
<CAPTION>
Continuing Directors with terms expiring in 2001:
<S> <C> <C> <C> <C>
Helen Lee Henderson Executive Director, HRH 61 1991 Asolo Theatre Co.;
Foundation (charitable Pittsburgh Public Theatre;
foundation); President of Advisory Board, The York
Chiron Productions, Ltd. Theatre Co.
(media productions)
John T. Ryan III Chairman and Chief 56 1981 Chairman, Pittsburgh Branch
Executive Officer of the of the Federal Reserve Bank
Company of Cleveland; Chairman,
Industrial Safety Equipment
Association; Director,
Allegheny Conference on
Community Development
<CAPTION>
Continuing Directors with terms expiring in 2002:
<S> <C> <C> <C> <C>
Joseph L. Calihan Managing Partner of 62 1993 None
Bradford Capital Partners
(venture capital
investments and
acquisitions); Chairman of
the Board of Bradford
Schools, Inc. (post-
secondary business
schools)
L. Edward Shaw, Jr. General Counsel, Aetna, 55 1998 None
Inc. (insurance)
Thomas H. Witmer Retired (1998); Formerly 57 1997 Medrad, Inc.; Instrument
President and Chief Specialties Co., Inc.;
Executive Officer of Granite State Log Homes,
Medrad, Inc. (medical Inc.; Pittsburgh Symphony
products manufacturer) Society; Carnegie Museum of
Natural History; Trustee,
Carnegie Museum of
Pittsburgh
</TABLE>
2
<PAGE>
Mr. Hotopp became President of the Company in December 1996 and previously
served as Senior Vice President since 1991. Ms. Henderson has been President
of Chiron Productions, Ltd. for at least five years and became Executive
Director of the HRH Foundation in September 1999. From May 1996 to April 1999,
Mr. Shaw served in various positions for National Westminster Bank Plc.,
including most recently as Chief Corporate Officer, North America. Previously
he was Executive Vice President and General Counsel of The Chase Manhattan
Corporation and The Chase Manhattan Bank, N.A. Mr. Shaw is the brother-in-law
of Mr. Ryan. Each other director has engaged in the principal occupation
indicated in the above table for at least the past five years. Mr. Ryan also
served as President of the Company from April 1990 to December 1996.
The Board of Directors has established an Audit Committee, a Compensation
Committee, a Nominating Committee and certain other committees.
The Audit Committee, which met two times during 1999, assists the Board in
fulfilling its responsibility to the shareholders and investment community
with regard to the quality and integrity of the financial reports of the
Company. The Committee reviews the Company's financial statements, regulatory
filings and internal controls. The Committee also reviews plans, findings and
recommendations of internal and external auditors. The Committee evaluates the
competence, effectiveness and independence of the internal and external
auditors and makes recommendations to the Board of Directors as to the
retention of independent accountants and as to their fees and performs such
other duties as the Board of Directors may assign from time to time. The
current members of the Audit Committee are directors Calihan, Campbell,
Henderson, Shaw and Witmer, each for a term expiring at the 2000
organizational meeting of the Board of Directors.
The Compensation Committee presently consists of directors Campbell,
Henderson, Witmer, and G. Donald Gerlach, a director whose term of office will
not continue after the Annual Meeting, each for a term expiring at the 2000
organizational meeting of the Board. The Compensation Committee, which met
four times in 1999, makes recommendations to the Board with respect to the
compensation of officers of the Company. A report of the Compensation
Committee as to its policies in recommending the 1999 compensation of the
Company's executive officers appears later. The Compensation Committee also
administers the Company's 1987 and 1998 Management Share Incentive Plans (the
"MSIP").
The current members of the Nominating Committee are directors Calihan,
Gerlach, Henderson and Ryan, each for a term expiring at the 2000
organizational meeting of the Board. The Nominating Committee, which did not
meet in 1999, considers potential candidates for election to the Board of
Directors and makes recommendations to the Board. Any shareholder who desires
to have an individual considered for nomination by the Nominating Committee
must submit a recommendation in writing to the Secretary of the Company not
later than November 30 preceding the annual meeting at which the election is
to be held.
The Board of Directors met six times during 1999. All directors attended at
least 75% of the combined total of the meetings of the Board and of all
committees on which they served.
Vote Required
The two candidates receiving the highest numbers of votes cast by the
holders of Common Stock voting in person or by proxy will be elected as
directors. A proxy vote indicated as withheld from a nominee will not be cast
for such nominee but will be counted in determining whether a quorum exists
for the meeting.
The Company's Restated Articles require that any shareholder intending to
nominate a candidate for election as a director must give written notice,
containing specified information, to the Secretary of the Company not later
than 90 days in advance of the meeting at which the election is to be held. No
such notices were received with respect to the 2000 Annual Meeting. Therefore,
only the nominees named above will be eligible for election at the meeting.
3
<PAGE>
PROPOSAL NO. 2
3-FOR-1 STOCK SPLIT
The Board of Directors has proposed an amendment to the Company's Restated
Articles of Incorporation to effect a 3-for-1 split in the Company's
outstanding Common Stock and a proportionate increase in the authorized shares
of Common Stock from 20,000,000 to 60,000,000 shares. The Board of Directors
recommends that shareholders vote FOR approval of the proposed amendment to
the Restated Articles to effect a 3-for-1 split of the Company's authorized
and issued shares of Common Stock. Unless otherwise specified thereon, proxies
received in the accompanying form will be voted in favor of approval of the
proposed amendment.
If approved by the shareholders, it is anticipated that the amendment will
become effective at the close of business on May 12, 2000, which would be the
record date for the stock split. Shareholders of record as of the record date
would receive two additional shares of Common Stock for each share held as of
the record date. The expected distribution date for certificates for the
additional shares to be issued in the stock split is May 24, 2000.
Certificates for shares of Common Stock outstanding prior to the stock split
will continue to represent the same number of shares after the split.
Shareholders should retain their existing Common Stock certificates and should
not send them to the Company.
The Board of Directors believes that the stock split will be beneficial to
the trading market for the Company's Common Stock by reducing the per share
trading price and increasing the number of publicly traded shares. The stock
split is intended to place the market price of the Common Stock in a range
believed to be more attractive to a wider range of investors, particularly
individuals. The greater number of shares available for trading may also make
the price of the Common Stock less volatile by decreasing the "spread" between
the bid and asked prices. Finally, the additional shares available for trading
may make the stock more attractive to investors which may have been deterred
from taking a position in the stock because of the small public float. Thus,
the reduced per share price and increased number of shares may result in a
broader market for the stock, greater liquidity in the market and more
widespread ownership.
The stock split would triple the number of issued and outstanding shares of
the Common Stock. Based on the shares outstanding on February 25, 2000, the
number of outstanding shares of Common Stock would increase from 4,857,673 to
14,573,019. However, the stock split would not change the aggregate amount of
the Company's shareholders' equity and would not affect the relative rights of
any stockholder or change any shareholder's proportionate equity interest in
the Company. Because the stock split would result in each shareholder's
interest being represented by a greater number of shares, it could result in
higher brokerage commissions for the sale of the same relative interest in the
Company.
The amendment would also result in a proportionate increase in the number of
authorized shares of Common Stock from 20,000,000 to 60,000,000 and a three-
for-one split of the issued shares of Common Stock held in the Company's
treasury. There would also be proportionate adjustments in the numbers of
shares of Common Stock available for issuance and subject to outstanding stock
options under the Company's Management Share Incentive Plan and Non-Employee
Directors' Stock Option Plan and in the rights attached to the outstanding
shares of Common Stock under the Company's Rights Agreement. The amendment
would not result in any change in the outstanding or treasury shares of the
Company's 4 1/2% Cumulative Preferred Stock or in the aggregate number of
shares of preferred stock authorized by the Restated Articles.
Although the number of shares of Common Stock available for future issuance
after the amendment will be three times the number currently available, the
relative potential for dilution will not change as the number of outstanding
shares will also be tripled as a result of the stock split. Except for the
stock split and for shares reserved for issuance under the Company's stock
incentive plans, the Company has no present plans for the issuance of any
additional shares of Common Stock.
The stock split will not result in gain or loss or realization of taxable
income to owners of Common Stock under existing United States federal income
tax laws. The cost or other tax basis for federal income tax purposes
4
<PAGE>
of each share owned prior to the split should be divided equally among the
original share and the two new shares received in the split, and the holding
period for all three shares would be the same as the holding period for the
original share. The laws of jurisdictions other than the United States may
impose income taxes on the issuance of additional shares, and shareholders are
urged to consult their own tax advisors as to the federal, state, local and
foreign tax effects of the stock split in light of their individual
circumstances.
Vote Required
Approval of the proposed amendment to the Restated Articles requires the
affirmative vote of a majority of the votes cast on the proposal by the
holders of Common Stock voting in person or by proxy at the annual meeting. An
abstention or broker non-vote is not a vote cast and will not be counted in
determining the number of votes required for approval, though it will be
counted in determining the presence of a quorum.
5
<PAGE>
OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS
Executive Compensation
The following table sets forth information concerning the annual, long-term
and other compensation earned from the Company and its subsidiaries for the
years 1999, 1998 and 1997 by the persons who were in 1999 the chief executive
officer and the other four most highly compensated executive officers of the
Company (the "Named Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation Awards
---------------------------------------- ---------------------------
Shares
Underlying
Other Restricted Stock
Name and Annual Stock Options All Other
Principal Position Year Salary ($) Bonus ($) Compensation ($)(1) Awards ($)(2) (# of Shares) Compensation ($)(3)
- ------------------ ---- ---------- --------- ------------------- ------------- ------------- -------------------
<S> <C> <C> <C> <C> <C> <C> <C>
John T. Ryan III 1999 $441,960 $150,550 -- -- 6,896 $39,252
Chairman and 1998 420,840 172,610 -- $242,756 7,108 37,526
Chief Executive
Officer 1997 400,000 242,760 -- -- 7,620 36,846
Thomas B. Hotopp 1999 $277,920 $ 83,250 -- -- 3,632 $23,313
President 1998 264,600 99,940 -- $127,076 3,366 23,897
1997 250,000 127,860 -- -- 3,701 22,231
James H. Baillie
(4) 1999 $228,365 $ 45,040 -- -- -- $46,411
Vice President;
President MSA 1998 -- -- -- -- -- --
Europe 1997 -- -- -- -- -- --
James E. Herald 1999 $165,240 $ 51,980 -- 1,590 $19,926
Vice President- 1998 160,892 46,412 -- $ 56,557 1,500 19,959
Finance 1997 157,200 65,270 -- -- 1,770 20,168
George W.
Steggles 1999 $169,680 $ 82,050 -- -- 1,790 $18,195
Senior Vice
President- 1998 154,200 39,804 -- $ 47,826 1,270 18,478
International 1997 152,031 62,360 -- 1,390 18,233
</TABLE>
- --------
(1) For each year, the incremental cost to the Company of personal benefits
provided to any Named Officer did not exceed the lesser of $50,000 or 10%
of aggregate salary and bonus.
(2) The amounts shown in this column represent the market values on March 10,
1998 of restricted shares awarded on that date. At December 31, 1999 the
number and market values of restricted shares held by the Named Officers
were as follows: Mr. Ryan, 6,385 shares ($407,842); Mr. Hotopp, 3,215
shares ($205,358); Mr. Herald, 1,515 shares ($96,771); and Mr. Steggles,
1,310 shares ($83,676). Holders of restricted shares receive dividends at
the same rate as paid on other shares of Common Stock.
(3) 1999 amounts include Company matching contributions to the Company's
Retirement Savings and Supplemental Savings Plans as follows: Mr. Ryan,
$20,817; Mr. Hotopp, $15,114; Mr. Herald, $8,646; and Mr. Steggles,
$8,379. The 1999 amounts also include life insurance premiums paid by the
Company as follows: Mr. Ryan, $18,435; Mr. Hotopp, $8,199; Mr. Herald,
$11,280; and Mr. Steggles, $9,816. The 1999 amount for Mr. Baillie
includes a signing bonus of $20,834 paid to Mr. Baillie in connection with
his employment by the Company and $25,577 paid to Mr. Baillie in lieu of
contributions to a retirement plan.
(4) Mr. Baillie was first employed by the Company in January 1999.
6
<PAGE>
Stock Option Grants in 1999
The following table sets forth information concerning stock options granted
to the Named Officers in 1999 under the MSIP:
<TABLE>
<CAPTION>
Number of Percent of
Shares Total Options Grant
Underlying Granted to Exercise Date
Options Employees Price Expiration Present
Name Granted (#) in 1999 ($/Share) (1) Date Value (2)
- ---- ----------- ------------- ------------- ---------- ---------
<S> <C> <C> <C> <C> <C>
John T. Ryan III 1,590 5.1% $69.09375 3/9/2004 $18,423
5,306 17.1% $62.8125 3/9/2009 $94,690
Thomas B. Hotopp 3,632 11.7% $62.8125 3/9/2009 $64,821
James H. Baillie -- -- -- -- --
James E. Herald 1,590 5.1% $62.8125 3/9/2009 $28,406
George W. Steggles 1,790 5.8% $62.8125 3/9/2009 $31,938
</TABLE>
- --------
(1) The exercise price is the market value of the Common Stock on the date the
options were granted, except that in the case of the option for 1,590
shares granted to Mr. Ryan it is 110% of such value. The options became
exercisable on September 9, 1999. Except for the option for 5,306 shares
granted to Mr. Ryan and 2,042 shares and 200 shares, respectively, of the
options granted to Mr. Hotopp and Mr. Steggles, all options are intended
to qualify as incentive stock options under the Internal Revenue Code.
(2) The grant date present value of the options has been determined utilizing
the Black-Scholes option pricing model. The assumptions used to arrive at
the present values were: stock price volatility of 21% for the option for
1,590 shares granted to Mr. Ryan and 19% for the remaining options,
expected dividend yield of 2.2%, expected option term of five years for
the option for 1,590 shares granted to Mr. Ryan and ten years for the
remaining options, and a 5.08% risk-free rate of return.
Stock Option Exercises and Year-End Values
The following table sets forth information concerning stock options under
the MSIP exercised by the Named Officers during 1999 and stock options under
the MSIP held by the Named Officers at December 31, 1999.
<TABLE>
<CAPTION>
Number of
Shares Value of
Number of Underlying Unexercised
Shares Unexercised In-the-Money
Acquired Value Options at Options at
Name on Exercise Realized (1) 12/31/99 (2) 12/31/99 (3)
- ---- ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
John T. Ryan III -- -- 26,011 $172,509
Thomas B. Hotopp -- -- 18,182 $188,513
James H. Baillie -- -- -- --
James E. Herald -- -- 4,860 $ 20,935
George W. Steggles 1,270 $14,208 1,790 $ 3,030
</TABLE>
- --------
(1) Represents the difference between the fair market value of the shares
acquired on the date of exercise and the option price.
(2) All options were exercisable at December 31, 1999.
(3) Represents the amount by which the December 31, 1999 market value of the
shares subject to unexercised options exceeded the option price of those
options.
7
<PAGE>
Compensation Committee Report on Executive Compensation
The Compensation Committee of the Board of Directors has furnished the
following report on 1999 executive compensation:
The Compensation Committee of the Board of Directors is responsible for
recommending to the Board salaries and bonuses to be paid to the Company's
corporate officers, including its executive officers. The Compensation
Committee was also responsible in 1999 for administering the Company's
shareholder approved 1998 Management Share Incentive Plan (the "MSIP"), which
permitted the Committee to make discretionary grants of stock options and
restricted stock as incentives to executive officers and other key employees.
The Compensation Committee's policy in recommending salaries is designed to
pay executive officer salaries at competitive levels necessary to attract and
retain competent personnel while at the same time recognizing Company,
division and individual performance factors. To do this, the Company
periodically retains compensation consultants to assist in evaluating each
United States executive officer position and in determining the market level
salary range for the position based on salaries paid for executive positions
with similar duties and responsibilities by other manufacturing companies of
comparable size and sales volumes. Between these periodic evaluations, market
level salary ranges for each position are reviewed to reflect changes shown by
data provided from compensation surveys. Within the market level salary range
for each executive officer position, the salary to be paid to the individual
officer is determined based on a consideration of Company, division and
individual performance. For United States officers other than the chief
executive officer, the aggregate budget for salary increases is determined by
taking into account compensation survey data and general financial
considerations relating to the Company's overall budget. Individual salary
adjustments are then determined by allocating the aggregate budget taking into
consideration the relationship of the officer's current salary to the market
level range and an evaluation of the officer's individual performance made
initially by the chief executive officer or the officer's other immediate
supervisor. In the case of the chief executive officer, the individual
performance evaluation and the determination of the amount of the salary
adjustment are made by the Compensation Committee.
The Company has one executive officer located overseas, James H. Baillie,
President of MSA Europe. Mr. Baillie's salary for 1999 was fixed by the
employment agreement negotiated at the time of his initial employment by the
Company in January 1999.
The Committee considered 1999 executive officer salaries at its meeting in
December 1998. Mr. Ryan was granted a 5% salary increase for 1999 based on a
desire by the Committee to bring his salary closer to the midpoint of the
market level salary range for the chief executive officer position.
The Company's annual bonus policy is designed to make a significant
percentage of an executive officer's total cash compensation dependent upon
corporate and individual performance. At targeted levels for United States
officers, this percentage is 50% of median market level salary for the chief
executive officer, and ranges between 40% and 30% of median market level
salary for other executive officers. For the chief executive officer, the
percentage of the targeted bonus earned is initially determined as the
percentage of achievement of a targeted level of consolidated earnings before
interest and taxes (EBIT) for the year by the Company's worldwide operations.
For other United States officers, from 25% to 50% of the initial bonus
determination is based on the percentage of achievement of the consolidated
EBIT target, and the remainder is determined based on the percentage of
achievement of EBIT targets established for the Company's United States
operations and, in the case of division managers, its operating divisions. The
initial percentage of the targeted bonus earned based on EBIT performance may
be adjusted upward or downward for each officer based upon an evaluation of
the individual officer's performance during the year, which is made initially
by the chief executive officer or the officer's other immediate supervisor or,
in the case of the chief executive officer, by the Compensation Committee.
Individual bonuses may not exceed 150% of targeted levels, and no bonus is
paid based on EBIT which is less than 50% of the targeted amount. The total
amount payable as bonuses for executive officers in
8
<PAGE>
any year may not exceed 3% of consolidated EBIT. The amount of the annual
bonus to be paid to Mr. Baillie is determined in a manner similar to that used
for domestic officers, except that the EBIT target is based entirely upon the
Company's European operations.
The Committee considered bonuses for 1999 at its meeting in February 2000.
Based on the Committee's performance evaluation, the amount of the bonus paid
to Mr. Ryan was 90% of the EBIT formula value for his position.
Awards under the MSIP are intended to provide executive officers with long-
term incentives in the form of stock-based compensation to remain with the
Company and to work to increase shareowner value. Under both types of awards
utilized under the MSIP, stock options and restricted stock, the value
received by the officer is a direct function of the Company's success in
achieving a long-term increase in the market value of its Common Stock. The
Committee's long-term incentive award program under the MSIP was adopted in
1996 based on recommendations resulting from a study by a compensation
consulting firm. Under the program, the targeted annualized dollar value of
MSIP awards for each executive officer position is based on the market level
annualized dollar value of long-term incentive awards for similar positions,
as determined from compensation survey data. The targeted dollar amounts for
each position may be adjusted upward or downward by the Committee based on an
evaluation of the officer's individual performance made initially by the chief
executive officer or the officer's other immediate supervisor or, in the case
of the chief executive officer, by the Committee.
On an annualized basis, 50% of the adjusted dollar value of long-term
incentive awards, as so determined, is made in the form of stock options and
50% in the form of restricted stock awards. Stock option grants are made
annually, and restricted stock awards are made every other year. The number of
shares for which stock options are granted to each executive officer is
determined by dividing 50% of the adjusted dollar value by the per share value
of the options as determined under the Black-Scholes option pricing model.
Stock options are normally granted as incentive stock options within the
limits established by the Internal Revenue Code and as nonqualified options
above those limits. The option price is equal to the fair market value of the
option shares as of the date the options are granted, except that in the case
of incentive stock options granted to Mr. Ryan, the option price is 110% of
the grant date fair market value. The options become exercisable six months
from the date of grant and have a term of ten years, except that in the case
of incentive stock options granted to Mr. Ryan the term is five years. The
options generally are exercisable only while the grantee remains an employee
of the Company or a subsidiary, except that the options may be exercised for
limited periods after a termination of employment due to death, disability or
retirement or a voluntary termination with the consent of the Company.
The number of shares awarded in the form of restricted stock is determined
by dividing 50% of the adjusted dollar value of long-term incentive awards for
each executive officer by the per share market value on the date of the award,
and then doubling this amount to reflect that restricted stock awards are made
only once every two years. Under the terms of the awards, the restricted
shares granted will vest over a term of four years, with one-half of the
shares awarded vesting on March 15 of each of the third and fourth years
following the award date. Until vesting, the restricted shares are held in
escrow by the Company, may not be sold and generally will be forfeited if the
officer's employment terminates other than by death, disability or retirement
under a Company retirement plan.
In accordance with the Committee's long-term incentive program, the
Committee granted stock options under the MSIP at its meeting in March 1999.
Based on the Committee's performance evaluation, the amount of the stock
option grant to Mr. Ryan represented 90% of the targeted amount for his
position.
At current compensation levels, the Company does not anticipate that it will
be affected by the $1 million cap on deductibility of individual executive
officer compensation imposed by Section 162(m) of the Internal Revenue Code.
The foregoing report was submitted by the Compensation Committee of the
Board of Directors:
Calvin A. Campbell, Jr.,
Chairman
G. Donald Gerlach
Helen Lee Henderson
Thomas H. Witmer
9
<PAGE>
Compensation Committee Interlocks and Insider Participation
There are no interlocking relationships, as defined in regulations of the
Securities and Exchange Commission, involving members of the Compensation
Committee.
Directors Campbell, Gerlach, Henderson and Witmer served as members of the
Compensation Committee during all of 1999. Mr. Gerlach was a partner in the
law firm of Reed Smith Shaw & McClay LLP, which provides legal services to the
Company as its outside counsel. Mr. Campbell is a majority owner, a director
and Chairman, President and Chief Executive Officer of Goodman Equipment
Corporation. During 1999, the Company and its affiliates received commissions
of approximately $121,353 for acting as sales agents with respect to sales of
certain mining locomotives and spare parts for Goodman Equipment Corporation.
Retirement Plans
The following table shows the estimated annual retirement benefits payable
upon normal retirement at age 65 under the Company's Non-Contributory Pension
Plan for Employees to participating employees, including executive officers,
in selected compensation and years-of-service classifications.
<TABLE>
<CAPTION>
5 Year Average Compensation
Years of -----------------------------------------------------
Service $100,000 $300,000 $500,000 $700,000 $900,000
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
5 $ 5,792 $ 20,775 $ 35,758 $ 50,742 $ 65,725
15 17,375 62,325 107,275 152,226 197,176
25 28,959 103,875 178,792 253,709 328,626
35 40,542 145,426 250,309 355,193 460,077
45 50,209 174,426 298,643 422,860 547,077
</TABLE>
- --------
Notes:
1. Years of service are based upon completed months of service from date of
hire to date of retirement.
2. The benefits actually payable under the plan will be subject to the
limitations of Sections 415 and 401(a)(17) of the Internal Revenue Code.
These limitations have not been reflected in the table. However, the
Company has a supplemental plan providing for the payment by the Company to
officers on an unfunded basis of the difference between the amounts payable
under the benefit formula of the pension plan and the benefit limitations
of Sections 415 and 401(a)(17) of the Internal Revenue Code.
3. This table applies to employees born in calendar year 1940. The actual
benefits payable will vary slightly depending upon the actual year of
birth.
4. The benefits shown have been calculated using the Social Security law in
effect on January 1, 2000, with a maximum taxable wage base of $76,200
assumed until retirement.
The amounts shown in the table are straight-life annuity amounts, assuming
no election of any available survivorship option, and are not subject to any
Social Security or other offsets. Benefits under the plan are based on the
highest annual average of the participant's covered compensation for any five
consecutive years of service, with covered compensation including salary and
bonus. As of December 31, 1999, years of service under the plan for the Named
Officers were: Mr. Ryan, 30.50 years; Mr. Hotopp, 8.42 years; Mr. Herald 12.33
years; and Mr. Steggles, 7.66 years.
Mr. Baillie does not participate in the Company's retirement plans, but
instead receives an annual payment in lieu of retirement plan contributions.
This payment is included under "All Other Compensation" in the Summary
Compensation Table on page 4.
The Company's Executive Insurance Program was established to assist members
of senior management approved by the Board in procuring life insurance during
their working careers and to provide them with additional flexibility and
benefits upon retirement. Under the program, the Company's group term life
insurance in excess of $50,000 is replaced with individual insurance up to an
approved amount. Premiums are paid by the
10
<PAGE>
Company and are included under "All Other Compensation" in the above
compensation table. In lieu of insurance after retirement, the participant may
elect (i) an uninsured death benefit from the Company in the insurance amount,
which would be taxable when paid, or (ii) to have 75% of the insurance amount
paid to him by the Company in monthly installments over 15 years. If the
second uninsured alternative were selected, the annual amount payable by the
Company upon retirement would be $50,000 for Mr. Ryan III, $37,500 for
Mr. Hotopp, and $30,000 for Messrs. Herald and Steggles. If either of the two
uninsured alternatives are selected, the death benefit on the insurance policy
would be paid to the Company. Mr. Baillie does not participate in this
program.
Change In Control Severance Agreements; Employment Agreement
The Company has entered into agreements with each of the Named Officers the
stated purpose of which is to encourage the officers' continued attention and
dedication to their duties without distraction in the event of an actual or
potential change in control of the Company. In the agreements, the officers
agree that if a potential change in control, as defined in the agreements,
occurs, the officers will remain in the employment of the Company for at least
6 months or until an actual change in control occurs, unless employment is
sooner terminated by the executive for good reason, as defined in the
agreement, or due to death, disability or retirement or by the Company. In
return, the agreements provide that if within 3 years after a change in
control, as defined in the agreement, the officer's employment is terminated
by the Company without cause, as defined in the agreement, or the officer
terminates his employment for good reason, as defined in the agreement, the
officer will be entitled to receive (a) a lump sum payment equal to three
times the sum of (i) officer's annual salary plus (ii) the average annual
bonus paid to the officer for the preceding two years, (b) continuation for 36
months of medical, dental, accident and life insurance benefits and (c) 36
months additional service credit under the Company's executive insurance and
post-retirement health care programs. In the case of Mr. Ryan, these benefits
would also be payable if he voluntarily terminated his employment for any
reason within one year after a change in control. The benefits payable under
the agreements are limited to the amount that can be paid without triggering
any excise tax or rendering any amounts non-deductible under the Internal
Revenue Code. Except in the case of Mr. Ryan, the limitation will not apply if
the reduced benefit is less than the unreduced benefit after payment of any
excise tax.
In connection with his employment by the Company in January 1999, Mr.
Baillie entered into employment agreements with the Company and its German
subsidiary. The agreements provide for Mr. Baillie's employment as President
of MSA Europe through 2001 at an initial annual salary rate of $240,300,
subject to annual review by the Company's Compensation Committee. Mr. Baillie
is entitled to earn an annual bonus targeted at 30% of salary and stock
incentive awards beginning in 2000 targeted at $108,000 per year. Except for a
guaranteed minimum bonus of $36,000 for 1999, these awards are discretionary
with the Compensation Committee and are determined as described above under
"Compensation Committee Report on Executive Compensation." Mr. Baillie will
also receive an annual payment of $30,000, less the amount of medical and
dental insurance premiums paid by the Company, in lieu of contributions or
benefits under the Company's retirement plans. Mr. Baillie received a signing
bonus of $20,834 for entering into the agreements. Either party may terminate
Mr. Baillie's employment at any time on 60 days' notice. If the Company
involuntarily terminates Mr. Baillie's employment without cause, Mr. Baillie
would be entitled to prorated salary, bonus, stock compensation and retirement
payment through the month of termination plus a severance payment equal to the
annual salary rate then in effect.
Director Compensation
In 1999, directors who are not employees of the Company or one of its
subsidiaries were paid a retainer at the rate of $5,000 per quarter and $1,000
for each day of a Board meeting and each meeting of a Committee of the Board
that they attended. Directors who are employees of the Company or a subsidiary
do not receive additional compensation for service as a director. Under the
Retirement Plan for Directors, directors who retire from the Board after
completing at least 5 years of service as a director are entitled to receive a
lifetime quarterly
11
<PAGE>
retirement allowance, beginning when the sum of their age and years of service
equals or exceeds 75, in an amount equal to the quarterly directors' retainer
payable at the time of their retirement.
The 1990 Non-Employee Directors' Stock Option Plan (the "DSOP") was approved
by the shareholders at the 1991 Annual Meeting. Its purposes are to enhance
the mutuality of interests between the Board and the shareholders by
increasing the share ownership of non-employee directors and to assist the
Company in attracting and retaining able persons to serve as directors. Under
the DSOP, directors who are not employees of the Company or a subsidiary
receive annual stock option grants to purchase up to 500 shares of Common
Stock at an option price equal to the market value on the date the options are
granted. The options become exercisable six months from the date of grant and
expire ten years from the date of grant. Options which have not yet become
exercisable are forfeited if the grantee ceases to be a director for reasons
other than death or disability. Otherwise, unexpired options may generally be
exercised for two years following termination of service as a director. The
total number of shares which may be issued under the DSOP is limited to 50,000
shares of Common Stock. Pursuant to the terms of the DSOP, on May 14, 1999
options to purchase 500 shares of Common Stock at an exercise price of $69.75
per share were granted to directors Calihan, Campbell, Gerlach, Henderson,
Shaw and Witmer.
Certain Transactions
In 1999, the Company purchased 1,270 shares of Common Stock from Mr.
Steggles at a price of $71.75 per share and 1,010 shares of Common Stock from
George R. McGee, a former executive officer of the Company, at a price of
$60.25 per share. In each case, the purchase price was the market price on the
date of purchase.
12
<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
Among S&P 500 Index, Russell 2000 Index and Mine Safety Appliances Company
Set forth below is a line graph and table comparing the cumulative total
returns (assuming reinvestment of dividends) for the five years ended December
31, 1999 of $100 invested on December 31, 1994 in each of the Company's Common
Stock, the Standard & Poor's 500 Composite Index and the Russell 2000 Index.
Because its competitors are principally privately held concerns or
subsidiaries or divisions of corporations engaged in multiple lines of
business, the Company does not believe it feasible to construct a peer group
comparison on an industry or line-of-business basis. The Russell 2000 Index,
while including corporations both larger and smaller than the Company in terms
of market capitalization, is composed of corporations with an average market
capitalization similar to that of the Company.
<TABLE>
<CAPTION>
Value at December 31,
---------------------------------------------
1994 1995 1996 1997 1998 1999
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Mine Safety Appliances Company $100.00 $109.07 $123.79 $155.26 $171.59 $155.76
S&P 500 Index $100.00 $137.59 $169.48 $226.14 $291.80 $353.74
Russell 2000 Index $100.00 $128.45 $149.64 $183.10 $178.44 $216.37
</TABLE>
13
<PAGE>
STOCK OWNERSHIP
Under regulations of the Securities and Exchange Commission, a person is
considered the "beneficial owner" of a security if the person has or shares
with others the power to vote the security (voting power) or the power to
dispose of the security (investment power). In the tables which follow,
"beneficial ownership" of the Company's stock is determined in accordance with
these regulations and does not necessarily indicate that the person listed as
a "beneficial owner" has an economic interest in the shares indicated as
"beneficially owned."
Beneficial Ownership of Management
The following table sets forth information regarding the amount and nature
of beneficial ownership of the Company's Common Stock as of February 25, 2000
and 4 1/2% Cumulative Preferred Stock as of February 18, 2000 by each director
and Named Officer and by all directors and executive officers as a group.
Except as otherwise indicated in the footnotes to the table, the person named
or a member of the group has sole voting and investment power with respect to
the shares listed.
<TABLE>
<CAPTION>
4 1/2% Cumulative
Common Stock Preferred Stock
------------------------ -------------------
Amount and Amount and
Nature of Percent Nature of Percent
Beneficial of Beneficial of
Ownership (1) Class (1) Ownership Class
------------- --------- ---------- -------
<S> <C> <C> <C> <C>
John T. Ryan III 603,831(2) 12.36% 446(2) 2.06%
Joseph L. Calihan 6,750 0.14% -- --
Calvin A. Campbell, Jr. 3,400 0.07% -- --
G. Donald Gerlach 13,628 0.28% 93 0.43%
Helen Lee Henderson 700,742 14.41% 3,938 18.18%
Thomas B. Hotopp 26,896(3) 0.55% -- --
L. Edward Shaw, Jr. 125,422(4) 2.58% 721(5) 3.33%
Thomas H. Witmer 1,000 0.02% -- --
James H. Baillie -- -- -- --
James E. Herald 42,022(5) 0.86% -- --
George W. Steggles 35,715(5) 0.73% -- --
All executive officers and
directors
as a group (17 persons) 1,774,595(5) 35.91% 5,198 24.00%
</TABLE>
- --------
(1) The number of shares of Common Stock beneficially owned and the number of
shares of Common Stock outstanding used in calculating the percent of
class include the following shares of Common Stock which may be acquired
within 60 days upon the exercise of stock options held under the MSIP or
the DSOP: Mr. Ryan, 26,011 shares; Mr. Calihan, 3,200 shares; Mr.
Campbell, 2,000 shares; Mr. Gerlach, 3,600 shares; Ms. Henderson, 3,600
shares; Mr. Hotopp, 18,182 shares; Mr. Shaw, 500 shares; Mr. Witmer, 1,000
shares; Mr. Herald, 4,860 shares; Mr. Steggles, 1,790 shares; and all
directors and executive officers as a group, 83,583 shares. The number of
shares of Common Stock beneficially owned also includes the following
restricted shares awarded under the MSIP, as to which such persons have
voting power only: Mr. Ryan, 6,385 shares; Mr. Hotopp, 3,215 shares; Mr.
Herald, 1,515 shares; Mr. Steggles, 1,310 shares; and all directors and
executive officers as a group, 18,060 shares.
(2) Does not include 115,529 shares of Common Stock held by Mr. Ryan's wife.
Includes 423,281 shares of Common Stock and 259 shares of 4 1/2%
Cumulative Preferred Stock held in trusts and an estate, as to which Mr.
Ryan shares voting and investment power with co-fiduciaries. Of such
shares, voting and investment power over 405,781 shares of Common Stock
and 259 shares of 4 1/2% Cumulative Preferred Stock is shared with Mary
Irene Ryan, and voting and investment power over 282,970 shares of Common
Stock is shared with John C. Unkovic. See the following discussion of the
beneficial ownership of Mary Irene Ryan and John C. Unkovic.
14
<PAGE>
(3) Includes 1,500 shares of Common Stock as to which Mr. Hotopp shares voting
and investment power with his wife.
(4) Includes 105,054 shares of Common Stock and 721 shares of Preferred Stock
held by Mr. Shaw's wife and 5,819 shares of Common Stock held as
custodian.
(5) The Company has established a Stock Compensation Trust which holds 567,630
shares of Common Stock which are available to satisfy obligations of the
Company under its stock incentive plans. Under the terms of the Trust
Agreement, the trustee, PNC Bank, must follow the directions of the
holders of stock options under the plans, excluding members of the Board
of Directors, in voting the shares held by the Trust and in determining
whether such shares should be tendered in the event of a tender or
exchange offer for the Common Stock. Each such option holder has the power
to direct the trustee with respect to a number of shares of Common Stock
equal to the shares held by the Trust divided by the number of option
holders. Included in the table are 31,535 shares of Common Stock each for
Messrs. Herald and Steggles, and 252,280 shares of Common Stock for all
directors and executive officers as a group, as to which such persons and
other executive officers of the Company have such voting and investment
power. See the following discussion of the beneficial ownership of PNC
Bank Corp.
5% Beneficial Owners
As of February 25, 2000, to the best of the Company's knowledge, seven
persons or entities beneficially owned more than 5% of the Company's Common
Stock. The beneficial ownership of John T. Ryan III and Helen Lee Henderson
appears in the immediately preceding table. The following table sets forth the
beneficial ownership of the other 5% beneficial owners, based upon information
provided by such persons:
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class
- ------------------- -------------------- --------
<S> <C> <C>
Mary Irene Ryan 595,070(1) 12.25%
20 West Woodland Road
Pittsburgh, Pennsylvania 15232
John C. Unkovic 283,450(2) 5.84%
435 Sixth Avenue
Pittsburgh, PA 15219
PNC Bank Corp. 630,674(3)(4) 12.98%
PNC Bank Building
Pittsburgh, Pennsylvania 15265
Bruce S. Sherman 312,422(5) 6.43%
3003 Tamiami Trail N.
Naples, FL 34103
Private Capital Management, Inc. 294,022(5) 6.05%
3003 Tamiami Trail N.
Naples, FL 34103
</TABLE>
- --------
(1) Mary Irene Ryan has sole voting and investment power with respect to
189,289 and 93,289 shares, respectively, and shares voting and investment
power with respect to 405,781 and 501,781 shares, respectively with co-
fiduciaries. Of such shares, voting and investment power over 405,781
shares of Common Stock is shared with John T. Ryan III, and voting and
investment power over 265,470 shares of Common Stock is shared with John
C. Unkovic. Mary Irene Ryan is the mother of John T. Ryan III.
15
<PAGE>
(2) John C. Unkovic has sole voting and investment power with respect to 480
shares of Common Stock and shares voting and investment power with respect
to 282,970 shares of Common Stock with co-fiduciaries. Of such shares,
voting and investment power over 282,970 shares of Common Stock is shared
with John T. Ryan III, and voting and investment power over 265,470 shares
of Common Stock is shared with Mary Irene Ryan.
(3) All shares are held by subsidiary banks of PNC Bank Corp. in various
fiduciary capacities. The banks have sole voting and investment power with
respect to 63,044 and 5,844 shares, respectively, and share voting and
investment power with respect to 0 and 570,730 shares, respectively.
(4) Includes 567,630 shares of Common Stock held by the Company's Stock
Compensation Trust, as to which investment power is shared with certain
executive officers of the Company and other holders of stock options under
Company plans. See footnote (5) to the immediately preceding table.
(5) According to a Schedule 13G filed February 15, 2000, Mr. Sherman is
Chairman of Private Capital Management, Inc., an investment advisor
("PCM"), and in that capacity shares investment power with PCM over
294,022 shares of Common Stock which PCM holds on behalf of its clients.
Mr. Sherman has sole voting and investment power over 300 shares of Common
Stock and also shares investment power over 18,100 shares of Common Stock
with another investment advisory firm of which he is the Managing General
Partner.
Beneficial Ownership of Ryan and Henderson Families
The preceding tables disclose in accordance with Securities and Exchange
Commission requirements only a portion of the aggregate beneficial ownership
of the Company's Common Stock by the Ryan and Henderson families. As of
February 25, 2000, members of the extended family of John T. Ryan III and Mary
Irene Ryan, including trusts for their benefit, beneficially owned to the
knowledge of the Company an aggregate of 1,655,715 shares of Common Stock,
representing 33.90% of the outstanding shares. As of the same date, members of
the extended family of Helen Lee Henderson, including trusts for their
benefit, beneficially owned to the knowledge of the Company an aggregate of
766,887 shares of Common Stock, representing 15.67% of the outstanding shares.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires that directors and officers of the Company and beneficial owners of
more than 10% of its Common Stock file reports with the Securities and
Exchange Commission with respect to changes in their beneficial ownership of
equity securities of the Company. Based solely upon a review of the copies of
such reports furnished to the Company and written representations by certain
persons that reports on Form 5 were not required, the Company believes that
all 1999 Section 16(a) filing requirements applicable to its directors,
officers and greater-than-10% beneficial owners were complied with.
PROPOSAL NO. 3
SELECTION OF INDEPENDENT ACCOUNTANTS
Because of the importance to the shareholders of having the Company's
accounts reviewed by independent accountants, it is the opinion of the Board
of Directors that the selection of independent accountants should be submitted
to the shareholders. The firm of PricewaterhouseCoopers LLP has been the
independent accountants for the Company since 1959. PricewaterhouseCoopers LLP
has advised the Company that neither the firm nor any of its partners has any
direct or material indirect financial interest in the Company or any of its
subsidiaries.
As independent accountants for the fiscal year ended December 31, 1999
PricewaterhouseCoopers LLP provided auditing services in connection with their
examination of the consolidated financial statements of the Company, the
separate financial statements of certain of its subsidiaries and certain
periodic filings made by the Company with the Securities and Exchange
Commission.
16
<PAGE>
The Board of Directors recommends a vote for the selection of
PricewaterhouseCoopers LLP as independent accountants, and proxies received in
the accompanying form will be so voted, unless a contrary specification is
made. It is expected that one or more representatives of
PricewaterhouseCoopers LLP will be present at the Annual Meeting with the
opportunity to make a statement, if they desire to do so, and to respond to
appropriate questions. See "Election of Directors" for information concerning
the Audit Committee of the Board of Directors.
Approval of this proposal requires the affirmative vote of a majority of the
votes cast on the proposal at the Annual Meeting by the holders of Common
Stock voting in person or by proxy. Under the Pennsylvania Business
Corporation Law, an abstention is not a vote cast and will not be counted in
determining the number of votes required for approval, though it will be
counted in determining the presence of a quorum. In the event the proposal is
not approved, the Board will treat this as a recommendation to consider other
auditors for 2001.
OTHER MATTERS
The Board of Directors does not know of any matters, other than those
referred to herein, which will be presented for action at the meeting.
However, in the event of a vote on any other matter that should properly come
before the meeting, it is intended that proxies received in the accompanying
form will be voted thereon in accordance with the discretion and judgment of
the persons named in the proxies.
ANNUAL REPORT ON FORM 10-K
Upon written request to the undersigned Secretary of the Company (at the
address specified on page 1) by any shareholder whose proxy is solicited
hereby, the Company will furnish a copy of its 1999 Annual Report on Form 10-K
to the Securities and Exchange Commission, together with financial statements
and schedules thereto, without charge to the shareholder requesting same.
2001 SHAREHOLDER PROPOSALS
To be eligible for inclusion in the Company's proxy statement for the 2001
Annual Meeting, any shareholder's proposal(s) must be received by the Company
at its principal executive offices not later than November 24, 2000.
EXPENSES OF SOLICITATION
All expenses incident to the solicitation of proxies by the Board of
Directors will be paid by the Company. The Company will, upon request,
reimburse brokerage houses and other custodians, nominees and fiduciaries for
reasonable out-of-pocket expenses incurred in forwarding copies of
solicitation material to beneficial owners of Common Stock held in the names
of such persons. In addition to solicitation by mail, in a limited number of
instances, regular employees of the Company may solicit proxies in person or
by telephone. Employees will receive no additional compensation for any such
solicitation.
By Order of the Board of
Directors,
DONALD H. CUOZZO
Secretary
17
<PAGE>
MSA
MINE SAFETY APPLIANCES COMPANY . P.O. BOX 426, PITTSBURGH, PENNSYLVANIA
15230 . PHONE (412) 967-3000
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Holders of 4 1/2% Cumulative Preferred Stock of
Mine Safety Appliances Company:
Notice is hereby given that the Annual Meeting of Shareholders of Mine
Safety Appliances Company will be held on Wednesday, May 10, 2000, at 9:00
A.M., local Pittsburgh time, at the Company's headquarters, 121 Gamma Drive,
RIDC Industrial Park, O'Hara Township, Pittsburgh, Pennsylvania for the
purpose of considering and acting upon the following:
(1) Election of Directors: The election of two directors for a term of
three years;
(2) Stock Split: Approval of an amendment to the Company's Restated
Articles to effect a 3-for-1 split of both the issued shares and the
authorized shares of the Company's Common Stock;
(3) Selection of Independent Accountants: The selection of independent
accountants for the year ending December 31, 2000;
and such other business as may properly come before the Annual Meeting or any
adjournment thereof.
Only the holders of Common Stock of the Company of record on the books of
the Company at the close of business on February 25, 2000 are entitled to
notice of and to vote at the meeting and any adjournment thereof.
You are cordially invited to attend the meeting even though as a holder of 4
1/2% Cumulative Preferred Stock you have no voting rights.
By Order of the Board of
Directors,
Donald H. Cuozzo
Secretary
March 24, 2000
<PAGE>
MINE SAFETY APPLIANCES COMPANY
Annual Meeting of Shareholders
Wednesday, May 10, 2000
9:00 a.m.
121 Gamma Drive
RIDC Industrial Park
Pittsburgh, PA 15238
Mine Safety Appliances Company
- -------------------------------------------------------------------------------
This proxy is solicited on behalf of the Board of Directors.
Proxy--Mine Safety Appliances Company--2000 Annual Meeting of Shareholders
The undersigned hereby appoints John T. Ryan III, Thomas B. Hotopp and
Donald H. Cuozzo, or any of them, as proxies, with power of substitution, to
vote all shares of MINE SAFETY APPLIANCES COMPANY which the undersigned is
entitled to vote at the 2000 Annual Meeting of Shareholders and any
adjournment thereof:
This proxy will be voted as directed, or, if no direction is given, FOR
items 1, 2 and 3 below. A vote FOR item 1 includes discretionary authority to
vote for a substitute if any nominee listed becomes unable or unwilling to
serve. The proxies named are authorized to vote in their discretion upon such
other matters as may properly come before the meeting or any adjournment
thereof.
The undersigned hereby revokes all previous proxies for such Annual Meeting,
acknowledges receipt of the Notice of Annual Meeting and Proxy Statement, and
ratifies all that said proxies may do by virtue hereof.
PLEASE MARK, DATE, EXECUTE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE.
<PAGE>
. Please detach here .
The Board of Directors Recommends a Vote FOR Items 1 and 2 Below:
1. Election of two Directors for terms
expiring in 2003. Nominees: [_] Vote FOR [_] Vote WITHHELD
01 Calvin A. Campbell, Jr.
02 Thomas B. Hotopp all nominees from all nominees
(except as specified below)
(Instructions: To withhold authority to
vote for any nominee, write the
number(s) of the nominee(s) in the box
provided to the right.)
2. Amendment of the Restated Articles [_] For [_] Against[_] Abstain
to effect a 3-for-1 split in both
the issued shares and the authorized
shares of Common Stock
[_] For [_] Against [_] Abstain Date ___________________ , 2000
3. Selection of PricewaterhouseCoopers
LLP as independent accountants.
Address Change? Mark Box [_]
Indicate changes below:
Signature (s) in Box
Please sign exactly as your name
appears hereon. FOR JOINT ACCOUNTS,
EACH JOINT OWNER SHOULD SIGN. When
signing as attorney, executor,
administrator, trustee, etc.,
please give your full title as
such. If a corporation, please sign
full corporate name by President or
other authorized officer and give
full title. If a partnership,
please sign in partnership name by
authorized person and give full
title.
