<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT [ ] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
- --------------------------------------------------------------------------------
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
BIOGEN, INC.
(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)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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<PAGE> 2
[BIOGEN LOGO]
Notice of 1998 Annual Meeting
and Proxy Statement
<PAGE> 3
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[BIOGEN LOGO]
May 8, 1998
Dear Stockholder:
You are cordially invited to attend the 1998 Annual Meeting of Stockholders
of Biogen, Inc. to be held at 10:00 a.m. on Friday, June 19, 1998 at the
Company's offices located at 12 Cambridge Center, Cambridge, Massachusetts.
At the Annual Meeting, four persons will be elected to the Board of
Directors. The Board of Directors recommends the re-election of the nominees
named in the Proxy Statement. In addition, the Company will ask the stockholders
to ratify the selection of Price Waterhouse LLP as the Company's independent
accountants for the fiscal year ending December 31, 1998.
Whether you plan to attend the Annual Meeting or not, it is important that
you promptly fill out, sign, date and return the enclosed proxy card in
accordance with the instructions set forth on the card. This will ensure your
proper representation at the Annual Meeting.
Sincerely,
/s/ James L. Vincent
James L. Vincent
Chairman of the Board
YOUR VOTE IS IMPORTANT. PLEASE REMEMBER TO RETURN YOUR PROXY PROMPTLY.
<PAGE> 4
BIOGEN, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 19, 1998
TO THE STOCKHOLDERS OF BIOGEN, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of Biogen, Inc., a Massachusetts corporation, will be held at 10:00
a.m. on Friday, June 19, 1998, at Biogen's offices located at 12 Cambridge
Center, Cambridge, Massachusetts 02142, for the following purposes:
1. To elect four members to the Board of Directors to serve for a
three-year term ending at the Annual Meeting of Stockholders in 2001 and
until their successors are duly elected and qualified or their earlier
resignation or removal.
2. To ratify the selection of Price Waterhouse LLP as the Company's
independent accountants for the fiscal year ending December 31, 1998.
3. To transact such other business as may be properly brought before
the Meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on April 23, 1998 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Meeting and at any adjournments thereof.
All stockholders are cordially invited to attend the Meeting. However, to
ensure your representation, you are requested to complete, sign, date and return
the enclosed proxy as soon as possible in accordance with the instructions on
the proxy card. A return addressed envelope is enclosed for your convenience.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ JAMES L. VINCENT
JAMES L. VINCENT
Chairman of the Board
Cambridge, Massachusetts
May 8, 1998
<PAGE> 5
BIOGEN, INC.
14 CAMBRIDGE CENTER
CAMBRIDGE, MASSACHUSETTS 02142
(617) 679-2000
PROXY STATEMENT FOR ANNUAL MEETING
OF STOCKHOLDERS
TO BE HELD ON JUNE 19, 1998
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Biogen, Inc. (the "Company") of proxies to be voted at
the Annual Meeting of Stockholders (the "Meeting") which will be held at the
Company's offices at 12 Cambridge Center, Cambridge, Massachusetts on Friday,
June 19, 1998, at 10:00 a.m., for the purposes stated in the accompanying Notice
of Annual Meeting of Stockholders. Shares represented by valid proxies, received
in time for the Meeting and not revoked prior to the Meeting, will be voted at
the Meeting. A stockholder may revoke a proxy before the proxy is voted by
delivering to the Secretary of the Company a signed statement of revocation or a
duly executed proxy bearing a later date. Any stockholder at the Meeting who has
executed a proxy but is present may vote in person by revoking the proxy. This
Proxy Statement and the accompanying proxy are being mailed on or about May 8,
1998 to all stockholders entitled to notice of and to vote at the Meeting.
The close of business on April 23, 1998 is the record date for determining
the stockholders entitled to notice of and to vote at the Meeting. On that date,
the Company had 73,691,965 shares of Common Stock outstanding and entitled to
vote.
ELECTION OF DIRECTORS
The Company's Board of Directors consists of twelve members divided into
three equal classes serving staggered three-year terms. The term of one class of
directors expires at the Meeting. Four directors are to be elected to the class
whose term expires at the Meeting, to hold office until the Annual Meeting of
Stockholders in 2001 and until their successors are duly elected and qualified
or their earlier resignation or removal.
VOTE
A plurality of the votes cast at the Meeting is required to elect a
director. If any nominee is unable or unwilling to accept nomination or
election, the shares represented by the enclosed proxy will be voted for the
election of such other person as the Board of Directors may recommend. THE BOARD
OF DIRECTORS RECOMMENDS ELECTION OF ALAN BELZER, MARY L. GOOD, KENNETH MURRAY
AND JAMES W. STEVENS AS DIRECTORS.
INFORMATION ABOUT THE DIRECTORS
[PICTURE] Director since 1991; Member of the class of directors
with term ending in 2000; Visiting Physician, Adjunct
Alexander G. Bearn, M.D. Professor at the Rockefeller University in New York
(age 75) since 1966 and Trustee of the Rockefeller University
since 1970; Trustee of Howard Hughes Medical
Institute since 1987; from 1979 to 1988, Senior Vice
President for Medical and Scientific Affairs of the
International Division of Merck & Co.; Director of
Vasomedical, Inc.; member of the Scientific Board of
the Company and nominated as a director pursuant to
designation by the Scientific Board.
1
<PAGE> 6
[PICTURE] Director since 1990; President, Chief Operating
Officer and Director, Allied- Signal, Inc. from 1988
Alan Belzer to 1993; from 1983 to 1988, Executive Vice President
(age 65) and President, Engineered Materials Sector,
NOMINEE FOR RE-ELECTION Allied-Signal, Inc.
[PICTURE] Director since 1986; Member of the class of directors
with term ending in 2000; Managing Director, The
Harold W. Buirkle Henley Group, Inc. from 1986 to 1990; from 1983 to
(age 77) 1985, Executive Vice President, Finance and Planning,
Allied Corporation (now Allied-Signal, Inc.)
[PICTURE] Director since 1997; Managing Member, Venture Capital
Investors, LLC since July 1997; Under Secretary for
Mary L. Good, Ph.D. Technology, United States Department of Commerce from
(age 66) 1993 to June 1997; Senior Vice President, Technology,
NOMINEE FOR RE-ELECTION Allied Signal, Inc. from 1988 to 1993; Director of
IDEXX Laboratories.
[PICTURE] Director since 1996; Member of the class of directors
with term ending in 1999; R.J. Reynolds Professor of
Thomas F. Keller, Ph.D. Business Administration, Duke University, since 1974;
(age 66) Dean, Fuqua School of Business, Duke University, from
1974 until 1996; Director of American Business
Products, LADD Furniture Co., Inc., Dimon, Inc.,
Wendy's International, Nations Funds and Mentor
Series Trust.
2
<PAGE> 7
[PICTURE] Director since 1987; Member of the class of directors
with term ending in 1999; Vice President, Schiller
Roger H. Morley International University, Heidelberg, Germany since
(age 66) 1983; Co-Managing Director, R&R Inventions Ltd.,
Birmingham, U.K; Advisory Director of Bank of
America, Illinois; Director, Blythe Industries.
[PICTURE] Director since 1980; Biogen Professor of Molecular
Biology, University of Edinburgh, Scotland since
1984; during 1985 and 1986, Interim Research Director
Sir Kenneth Murray, Ph.D. of Biogen S.A; Fellow of the Royal Society; Vice
Chairman of the Scientific Board of the Company and
nominated as a director pursuant to designation by
(age 67) the Scientific Board.
NOMINEE FOR RE-ELECTION
[PICTURE] Director since 1982; Member of the class of directors
with term ending in 1999; Salvador E. Luria Professor
Phillip A. Sharp, Ph.D. and Head of the Department of Biology, Center for
Cancer Research, Massachusetts Institute of
(age 53) Technology since 1991; Director of the Center for
Cancer Research at MIT from 1985 to 1991; Chairman of
the Scientific Board of the Company and nominated as
a director pursuant to designation by the Scientific
Board; Nobel Laureate.
[PICTURE] Director since December 1997; Member of the class of
directors with term ending in 2000; United States
Alan K. Simpson Senator from Wyoming from 1979 to 1997; Director of
(age 66) PacifiCorp. and I.D.S.-American Express.
3
<PAGE> 8
[PICTURE] Director since 1986; Chairman, Prudential Asset
Management Group from 1993 to January 1995; Executive
James W. Stevens Vice President, The Prudential Insurance Company of
America and Prudential Investment Corporation from
(age 61) 1987 to January 1995; Managing Director, Dillon, Read
& Company Inc. from 1985 until 1987; from 1984 until
1985, Group Executive of Citicorp and Citibank N.A.
and Chairman of Citicorp Venture Capital, Ltd;
Director of Maxcor Financial Group Inc., Walsh
International, Inc. and Pen-Tab Industries, Inc.
NOMINEE FOR RE-ELECTION
[PICTURE] Director since 1994; Member of the class of directors
with term ending in 1999; Chief Executive Officer of
James R. Tobin Biogen, Inc. since February 1997, and President since
(age 53) February 1994; Chief Operating Officer of Biogen,
Inc. from February 1994 until February 1997; from
1992 to 1994, President and Chief Operating Officer
of Baxter International; from 1988 to 1992, Executive
Vice President of Baxter International; Director of
Creative BioMolecules, Inc. and Genovo Inc.
[PICTURE] Director since 1985; Member of the class of directors
with term ending in 2000; Chairman of the Board of
James L. Vincent Directors of Biogen, Inc. since 1985; Chief Executive
(age 58) Officer of Biogen, Inc. from 1985 to February 1997,
and President from 1985 to February 1994; from 1982
to 1985, Group Vice President, Allied Corporation
(now Allied-Signal, Inc.) and President, Allied
Health and Scientific Products Company; from 1979
through 1980, Executive Vice President, Chief
Operating Officer and a Director of Abbott
Laboratories, Inc.; Director of CuraGen Corporation.
INFORMATION REGARDING THE BOARD AND ITS COMMITTEES
The Board has a Compensation and Management Resources Committee, a Finance
and Audit Committee, a Stock and Option Plan Administration Committee, a
Nominating Committee and a Project Share Committee. The Compensation and
Management Resources Committee, whose members are Roger Morley (Chairman),
Harold W. Buirkle, Mary L. Good, Phillip A. Sharp and James L. Vincent, makes
recommendations to the Board concerning remuneration and benefits for senior
executives, and reviews executive development and succession. The Finance and
Audit Committee, whose members are Harold W. Buirkle (Chairman), Alan Belzer,
James W. Stevens, Thomas F. Keller and James R. Tobin, reviews the Company's
quarterly and annual financial statements and Annual Report on Form 10-K,
considers matters relating to accounting policy and internal controls, reviews
the scope of annual audits, recommends independent public accountants to the
Board and makes recommendations concerning financial, investment and taxation
policies. The Project Share Committee, whose members are Phillip A. Sharp
(Chairman), Kenneth Murray and James L. Vincent, recommends to the Board stock
and stock option awards for scientific consultants. The Stock and Option Plan
Administration Committee, whose members are Roger H. Morley and Harold W.
Buirkle, administers certain stock and stock option plans. The Nominating
Committee whose
4
<PAGE> 9
members are Alan Belzer (Chairman), Kenneth Murray, Alexander G. Bearn, James W.
Stevens and James L. Vincent, identifies, evaluates and nominates candidates to
fill Board positions. The Nominating Committee will consider nominees
recommended by the Company's stockholders. Stockholders wishing to nominate a
person for election to the Board of Directors must follow the procedures
described in the Company's By-laws.
The Board of Directors met six times in 1997. Each of the Committees,
except for the Project Share Committee and the Nominating Committee, met five
times in 1997. The Nominating Committee met once in 1997. The Project Share
Committee did not meet in 1997. No director attended fewer than 75% of the total
number of meetings of the Board and of Committees of the Board on which he or
she served during 1997.
Non-employee members of the Company's Board of Directors receive a $20,000
per year retainer, $1,500 for each Board meeting attended and $500 for attending
each meeting of Committees of the Board on which they serve, except for
Committee chairmen, who receive $1,000 per Committee meeting attended. Those
directors who are members of the Company's Scientific Board and who are not
Company employees also received in 1997 an annual consulting fee of $15,000,
$2,000 per day for Scientific Board meetings, and $500 per day for each full
working day spent in the Company's laboratories, except for the Chairman of the
Scientific Board whose annual consulting fee in 1997 was $75,000. Directors who
are not members of the Company's Scientific Board are eligible to participate in
the Company's 1985 Non-Qualified Stock Option Plan (the "1985 Plan"). During
1997, the Company granted an option for the purchase of 30,000 shares to each of
Mary L. Good and Alan K. Simpson. Directors who are members of the Scientific
Board are eligible to participate in the Company's 1987 Scientific Board Stock
Option Plan. Directors may defer all or part of their cash compensation pursuant
to the Company's Voluntary Board of Directors Savings Plan.
RATIFICATION OF THE SELECTION OF
INDEPENDENT ACCOUNTANTS
The Board of Directors has selected Price Waterhouse LLP, independent
accountants, to examine the financial statements of the Company for the year
ending December 31, 1998. Price Waterhouse examined the Company's financial
statements for the year ended December 31, 1997. If the stockholders do not
ratify the selection of Price Waterhouse as the Company's independent
accountants, the Board of Directors will reconsider its selection. The Company
expects that representatives of Price Waterhouse will attend the Meeting, with
the opportunity to make a statement if they so desire, and will be available to
respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS RATIFICATION OF THE SELECTION OF PRICE
WATERHOUSE AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 1998.
5
<PAGE> 10
SHARE OWNERSHIP
The following table sets forth information as of April 6, 1998 concerning
the ownership of Common Stock by each stockholder known by the Company to be the
beneficial owner of more than 5% of the Company's outstanding shares of Common
Stock, each current member of the Board of Directors, each of the executive
officers named in the Summary Compensation Table included in this Proxy
Statement and all current directors and executive officers as a group. Except as
otherwise noted, the persons or entities identified have sole voting and
investment power with respect to their shares.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
-------------------------
NAME AND ADDRESS** NUMBER(1) PERCENT(1)
------------------ --------- ----------
<S> <C> <C>
Alexander G. Bearn.......................................... 68,200(2) *
Alan Belzer................................................. 94,000(3) *
Harold W. Buirkle........................................... 230,000(4) *
Mary L. Good................................................ 10,000(3) *
Thomas F. Keller............................................ 10,400(5) *
Roger H. Morley............................................. 42,000(3) *
Kenneth Murray.............................................. 464,000(6) *
Phillip A. Sharp............................................ 480,000(7) *
Alan K. Simpson............................................. 0 0
James W. Stevens............................................ 162,000(8) *
James R. Tobin.............................................. 541,668(9) *
James L. Vincent............................................ 575,499(10) *
Joseph M. Davie............................................. 367,422(11) *
Irving H. Fox............................................... 178,713(12) *
James C. Mullen............................................. 204,873(13) *
All executive officers and directors
as a group (23 persons)................................... 4,152,500(14) 5.38%
Neuberger & Berman, LLC..................................... 4,747,559(15) 6.40%
605 Third Ave.
New York, NY 10158-3698
Mellon Bank Corporation..................................... 4,081,301(16) 5.50%
One Mellon Bank Center
Pittsburgh, PA 15258
</TABLE>
- ---------------
* Represents beneficial ownership of less than 1% of the Company's
outstanding shares of Common Stock.
** Addresses are given only for beneficial owners of more than 5% of the
Company's outstanding shares of Common Stock.
(1) All references to options in these notes mean those options which are held
by the respective person on April 6, 1998 and which are exercisable on
April 6, 1998 or become exercisable on or before sixty days after April 6,
1998. The calculation of percentages is based upon the number of shares
issued and outstanding at April 6, 1998, plus shares subject to options
held by the respective person at April 6, 1998, which are exercisable on
April 6, 1998 or become exercisable on or before sixty days after April 6,
1998.
(2) Includes 68,000 shares which may be acquired pursuant to options.
(3) Represents shares which may be acquired pursuant to options.
(4) Includes 82,000 shares which may be acquired pursuant to options.
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<PAGE> 11
(5) Includes 10,000 shares which may be acquired pursuant to options.
(6) Includes 104,000 shares which may be acquired pursuant to options.
(7) Includes 124,000 shares which may be acquired pursuant to options.
(8) Includes 102,000 shares which may be acquired pursuant to options.
(9) Includes 510,142 shares which may be acquired pursuant to options, 417
shares held under the Company's 401(k) plan and 400 shares held by Mr.
Tobin's children.
(10) Includes 567,500 shares which may be acquired pursuant to options. Certain
of the shares acquired upon exercise of such options are subject to
repurchase by the Company under certain circumstances. Includes 1,199
shares held under the Company's 401(k) plan.
(11) Includes 358,142 shares which may be acquired pursuant to options and 232
shares held under the Company's 401(k) plan.
(12) Includes 171,800 shares which may be acquired pursuant to options and 913
shares held under the Company's 401(k) plan.
(13) Includes 191,066 shares which may be acquired pursuant to options and 817
shares held under the Company's 401(k) plan.
(14) Includes 3,070,847 shares which may be acquired pursuant to options. Does
not include shares which may be purchased after March 1998 by executive
officers who are currently participants in the 1983 Employee Stock Purchase
Plan. Includes 7,814 shares held under the Company's 401(k) plan.
(15) Neuberger & Berman, LLC and Neuberger & Berman Management, Inc. serve as
sub-adviser and investment manager, respectively, of Neuberger & Berman's
various mutual funds, and as such are deemed to be beneficial owners of the
shares. Neuberger & Berman has sole voting power over 3,022,659 of the
shares, and shares dispositive power over all of the shares. The above
information was reported on a Schedule 13-G as of February 10, 1998.
(16) The shares attributed to Mellon Bank Corporation are beneficially owned by
various direct or indirect subsidiaries of Mellon Bank Corporation,
including Mellon Bank, N.A., which subsidiaries are either banks,
investment advisors or parent holding companies. Mellon Bank Corporation is
deemed to have sole voting power over 3,922,783 of the shares, shared
voting power over 55,500 of the shares, sole dispositive power over
3,967,956 of the shares and shared dispositive power over 65,745 of the
shares. The above information was reported on a Schedule 13-G as of January
23, 1998.
7
<PAGE> 12
EXECUTIVE COMPENSATION
The following table sets forth the compensation of the Company's Chief
Executive Officer and the four other most highly compensated executive officers
(the "Named Executive Officers") during the three fiscal years ended December
31, 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION ------------
-------------------------------------------- SHARES
NAME AND PRINCIPAL OTHER ANNUAL UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION(1) OPTIONS(#) COMPENSATION(2)
------------------ ---- ------ ----- --------------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
James L. Vincent,.......... 1997 $975,000 $ 0 $ 0 150,000 $33,564
Chairman of the 1996 860,000 750,000 0 0 31,167
Board 1995 775,000 365,000 0 600,000 33,809
James R. Tobin,............ 1997 573,575 400,000 43,447 240,000 5,355
President and Chief 1996 460,000 275,000 161,707 0 4,618
Executive Officer 1995 430,000 245,000 94,690 80,000 4,123
Joseph M. Davie............ 1997 310,000 74,500 25,000 10,000 8,685
Vice President -- 1996 296,000 58,000 25,000 10,000 6,964
Research 1995 282,000 55,000 25,000 0 4,790
Irving H. Fox.............. 1997 256,000 61,500 0 10,000 6,760
Vice President -- 1996 246,500 66,500 35,000 10,000 6,032
Medical Affairs 1995 237,000 71,000 35,000 18,000 3,802
James C. Mullen............ 1997 245,000 59,000 67,757 20,000 3,472
Vice President -- 1996 216,500 64,000 0 20,000 3,137
International 1995 189,500 52,000 0 32,000 3,078
</TABLE>
- ---------------
(1) Other Annual Compensation in 1997 for Mr. Tobin and Dr. Davie includes the
portion of payments made under a contingent bonus and mortgage loan
forgiveness program in connection with their hiring which became vested
during the last fiscal year in the amount of $34,006 and $25,000,
respectively. Other Annual Compensation for Mr. Tobin also includes
relocation expense payments in the amount of $9,441. Other Annual
Compensation for Mr. Mullen consists of a cost of living adjustment of
$67,757 related to his service outside of the United States.
(2) All Other Compensation for Mr. Vincent, Mr. Tobin, Dr. Davie, Dr. Fox and
Mr. Mullen includes the dollar value of matching contributions made in
shares of the Company's Common Stock during the last fiscal year under the
Company's 401(k) plan in the amount of $2,375 for each of the named
individuals, and matching amounts of less than $100 per officer made by the
Company under its non-qualified Voluntary Executive Supplemental Savings
Plan for compensation in excess of the amount that may be taken into account
under the 401(k) plan. All Other Compensation also includes, for each of the
named individuals, the dollar value of premiums paid by the Company during
the last fiscal year with respect to term life insurance for their benefit
under an executive life insurance program in the amount of $31,089 for Mr.
Vincent, $2,880 for Mr. Tobin, $6,210 for Dr. Davie, $4,285 for Dr. Fox and
$997 for Mr. Mullen.
8
<PAGE> 13
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information regarding options granted to the
Named Executive Officers in 1997.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
------------------------------------------------------ ANNUAL RATES OF
NUMBER OF % OF TOTAL STOCK PRICE
SHARES OPTIONS APPRECIATION FOR
UNDERLYING GRANTED OPTION TERM(2)
OPTIONS TO EMPLOYEES EXERCISE EXPIRATION ------------------------
NAME GRANTED(1) IN FISCAL YEAR PRICE($/SH) DATE 5%($) 10%($)
---- ---------- -------------- ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
James L. Vincent........... 150,000 10.67 $ 35.75 12/12/07 $3,372,447 $ 8,546,444
James R. Tobin............. 90,000 6.40 35.75 12/12/07 2,023,468 5,127,866
150,000 10.67 49.563 2/14/07 4,675,486 11,848,599
Joseph M. Davie............ 10,000 .71 35.75 12/12/07 224,830 569,763
Irving H. Fox.............. 10,000 .71 35.75 12/12/07 224,830 569,763
James C. Mullen............ 20,000 1.42 35.75 12/12/07 449,660 1,139,526
</TABLE>
- ---------------
(1) All options listed were granted pursuant to the 1985 Plan at the market
price on the date of grant and have ten-year terms. All of the options,
except those granted to Mr. Vincent, vest annually in equal installments
over periods ranging from five to six years, commencing one year from the
date of grant. The options granted to Mr. Vincent are immediately
exercisable, but the shares issuable upon exercise of the options are
subject to repurchase by the Company under certain conditions and for a
specified period.
(2) The potential realizable values for all stockholders at the assumed annual
rates of stock price appreciation of 5% and 10% would be $1,684,450,369 and
$4,264,461,972, respectively. These values assume increases in the value of
the shares of Common Stock outstanding at December 31, 1997 at the stated
percentages over a ten-year period from an initial value of $36.0625, the
average of the high and low sales prices of the Company's Common Stock on
December 31, 1997.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION VALUES
The following table sets forth information regarding options held by the
Named Executive Officers of the Company in 1997. The table does not reflect
transactions which have occurred to date in 1998.
<TABLE>
<CAPTION>
NUMBER OF SHARES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT YEAR-END AT YEAR-END(1)
SHARES ACQUIRED VALUE ------------------------------ ------------------------------
NAME ON EXERCISE(#) REALIZED EXERCISABLE(2) UNEXERCISABLE EXERCISABLE(2) UNEXERCISABLE
---- --------------- ----------- -------------- ------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
James L. Vincent...... 605,000 $21,263,085 985,000 0 $8,792,857 $ 0
James R. Tobin........ 10,000 204,370 380,857 809,143 4,747,555 7,105,515
Joseph M. Davie....... 0 0 286,714 233,286 6,446,422 4,837,953
Irving H. Fox......... 0 0 173,800 59,200 3,500,341 572,588
James C. Mullen....... 0 0 204,399 112,601 3,776,682 1,141,878
</TABLE>
- ---------------
(1) The value of unexercised in-the-money options at year-end assumes a fair
market value for the Company's Common Stock of $36.0625, the average of the
high and low sales prices of the Company's Common Stock on December 31,
1997.
(2) The options granted to Mr. Vincent are immediately exercisable, but the
shares issuable upon exercise of the options are subject to repurchase by
the Company under certain conditions and for a specified period.
9
<PAGE> 14
PENSION PLAN
The Company has a defined benefit pension plan in which all regular U.S.
employees participate as of the first day of the quarter following date of hire.
Effective April 1, 1996, the pension formula changed to an account balance
approach. At the end of each plan year, a basic credit ranging from 2% to 15% of
the participant's compensation during the year, with the percentage based on
participant's age, is added to a participant's account balance. In addition, a
participant may receive a supplemental credit equal to 3% (or the participant's
basic credit percentage, if less) times compensation during the year over the
participant's Social Security covered compensation level. Account balances grow
each year at a specified rate of interest equal to the average of the One-Year
Treasury Bill (T-bill) rate for the prior year plus 1%. The plan's interest
credit will not be less than 5.25% nor more than 10%. The total account balance
is converted to a monthly pension at retirement. Alternatively, a participant
may elect to receive his or her account balance as a lump sum. For 1995 and
earlier years, the benefit formula provided at different times varying amounts
of benefit accrual. Each person who was a participant on or before October 31,
1986 (the date at which the plan changed from a defined contribution to a
defined benefit plan) will receive a pension of not less than the value of his
or her account balance as of such date, plus interest at the rate of 8%. A
participant's interest in the plan is subject to a graded vesting schedule based
on years of service with Biogen and fully vests after seven years of service.
The Company also maintains the Biogen Supplemental Executive Retirement
Plan ("SERP"). The SERP provides benefits that, due to tax law limits, cannot be
paid from the pension plan. For certain executive officers, the SERP also
preserves the level of retirement benefits provided under the pension plan's
benefit formula before its amendment effective in 1989 to comply with the Tax
Reform Act of 1986.
The following table shows estimated annual benefits payable upon retirement
(age 65) for life under the pension plan and the SERP. These estimates assume
that account balances will grow 7% each year, that an employee will work for the
Company until normal retirement age with no change from 1997 compensation, and
that the participant's Social Security covered compensation level will not
change.
<TABLE>
<CAPTION>
YEARS OF SERVICE
CURRENT SALARY ----------------------------------------------------------
PLUS BONUS 15 20 25 30 35
-------------- -- -- -- -- --
<S> <C> <C> <C> <C> <C>
$ 200,000....................... $ 61,000 $ 85,000 $113,000 $148,000 $ 193,000
300,000....................... 94,000 132,000 176,000 232,000 304,000
400,000....................... 128,000 178,000 239,000 316,000 415,000
500,000....................... 161,000 225,000 303,000 401,000 526,000
600,000....................... 194,000 272,000 366,000 485,000 637,000
700,000....................... 227,000 318,000 429,000 569,000 748,000
800,000....................... 260,000 365,000 492,000 653,000 859,000
900,000....................... 293,000 411,000 556,000 737,000 971,000
1,000,000....................... 326,000 458,000 619,000 821,000 1,082,000
1,100,000....................... 359,000 505,000 682,000 905,000 1,193,000
1,200,000....................... 393,000 551,000 745,000 990,000 1,304,000
</TABLE>
The (i) current pensionable earnings (salary and bonus), (ii) current years
of service, and (iii) projected total service at age 65 are as follows for each
of the executive officers named in the compensation and option tables: Mr.
Vincent ($975,000, 12.5 years, 19 years (projected)); Mr. Tobin ($973,575, 4.0
years, 16.0 years (projected)); Dr. Davie ($384,500, 5.0 years, 11.5 years
(projected)); Dr. Fox ($317,500, 8.0 years, 19 years (projected)); and Mr.
Mullen ($304,000, 9 years, 34 years (projected)).
EMPLOYMENT ARRANGEMENTS WITH THE COMPANY AND CERTAIN TRANSACTIONS
Mr. Tobin, Dr. Davie, Dr. Fox and Mr. Mullen each has an employment
agreement with the Company under which he receives executive life insurance and
tax preparation services. The employment agreements for
10
<PAGE> 15
Dr. Davie, Dr. Fox and Mr. Mullen each further provides for compensation in the
event of termination by the Company, other than for cause, in the amount of base
salary and certain medical benefits, for twelve months or until alternative
employment is obtained, if earlier. The employment agreements for certain of the
Named Executive Officers, other than Mr. Vincent, also provide for a specified
target bonus each year. Mr. Tobin's target bonus is 85% of his base salary if he
meets his performance goals for any year. Mr. Vincent has an employment
agreement under which he receives term life, disability, and personal liability
insurance, personal income tax preparation and tax audit services. In 1996, Mr.
Vincent's agreement was amended to provide for his continued service to the
Company as Chairman of the Board following the appointment of a successor Chief
Executive Officer which occurred in February 1997 (the "Transition Date"). Under
the amended agreement, Mr. Vincent's salary and bonus as Chairman will be
determined by the Board each year but his initial salary was to be at least
equal to his average salary for the three years preceding the Transition Date.
In the event of a non-cause termination (whether by the Company or by Mr.
Vincent in certain circumstances, including following a change of control of the
Company), Mr. Vincent will be entitled to receive a payment equal to at least
2.5 times and no more than 6.5 times his average annual cash compensation for
the three years preceding termination, depending upon the date of termination.
In the event of termination, under certain circumstances, Mr. Vincent will be
entitled to the continuation of certain benefits until age 65 as well as
continued service credit and possible accelerated payment under the Company's
SERP. Termination payments will be made together with the amount of certain
excise taxes imposed on the termination payments. The amended agreement also
includes a three-year non-competition provision and a two-year non-solicitation
provision.
In connection with the hiring of certain executives, the Company has
granted bonuses contingent upon the executive's continued employment over a
period of years. The Company has also, in the ordinary course of its business,
made loans to certain executive officers and other key employees in connection
with their hiring to facilitate their relocation to the area.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
In 1997, the members of the Compensation and Management Resources
Committee, which determines cash remuneration and benefits for senior executives
and reviews executive development and succession, were Roger H. Morley,
(Chairman), Harold W. Buirkle, Phillip A. Sharp and James L. Vincent, the
Chairman of the Board of the Company. In 1997, the members of the Stock and
Option Plan Administration Committee, which administers the Company's stock
option plans, were Roger H. Morley and Harold W. Buirkle.
JOINT REPORT ON COMPENSATION PHILOSOPHY
BY THE COMPENSATION AND MANAGEMENT
RESOURCES COMMITTEE AND STOCK AND
OPTION PLAN ADMINISTRATION COMMITTEE
Having attained its goal of moving from a development-stage company to a
fully-integrated pharmaceutical company, Biogen is now focused on achieving
continued growth and development. The Company's current strategy towards this
objective is to increase the worldwide market for its AVONEX(R) (Interferon
Beta-1a) product, to fill its pipeline so that there are new drugs to bring to
market in the future, to continue to foster the creative energies of the
internal research group as a source of new development programs, and to do all
of this in a financially responsible way so as to maximize value for
shareholders. The Company's achievements in 1997 reflect its efforts toward
fulfilling this strategy. These achievements included maintaining the position
of AVONEX(R) as the market leader in the United States multiple sclerosis
market, launching AVONEX(R) in Europe, accelerating development of the Company's
clinical pipeline and reporting record revenues, net income and earnings per
share.
11
<PAGE> 16
The goals that Biogen has set and the strategy it has adopted are
challenging. The Company's success in achieving its mission to date and the
magnitude of this success are due in large part to the Company's philosophy and
practice of recruiting, motivating and retaining senior executives with
demonstrated talent and managerial leadership skills typically gained from
successful experiences in positions of greater scope and responsibility in
pharmaceutical and other industry settings. A competitive compensation program
has been a crucial part of the Company's efforts. The Biogen executive
compensation program consists of three parts: base salary and benefits, annual
bonus and stock options. The Company's target for total compensation is to be
competitive with Fortune 500 pharmaceutical companies, which typically results
in Biogen pay levels at or above the 75th percentile of the entire biotechnology
industry. The entire biotechnology industry includes all biotechnology
companies, including many smaller companies that have not yet successfully
developed and marketed products. Compensation levels at Biogen are most
appropriately compared with major biotechnology companies, generally those peer
companies with significant revenues and at least one product successfully
developed and marketed. In 1997, the total compensation package paid to
executive officers, other than the Chief Executive Officer, was about average
compared to the major biotechnology companies with respect to cash compensation
and the value of stock options granted. Individual compensation decisions are
made with reference to progress toward goals tailored for Biogen's stage of
development.
BASE SALARY AND BENEFITS
Company philosophy is to maintain executive base salary at a competitive
level sufficient to recruit individuals possessing the skills and values
necessary to achieve the Company's vision and mission over the long term.
Determinations of appropriate base salary levels and other compensation elements
are generally made through participation in a variety of industry surveys and
studies, as well as by monitoring developments in key industries such as the
pharmaceutical and the biotechnology industries. Periodic adjustments in base
salary relate to competitive factors and to individual performance evaluated
against pre-established objectives. Executive officers are also entitled to
participate in benefit plans generally available to employees and receive
executive life insurance and other benefits as described elsewhere in this Proxy
Statement.
ANNUAL BONUS
The Compensation and Management Resources Committee of the Board, in its
discretion, may award bonuses to executive officers, and the Company pays
bonuses based on each executive officer's performance goals. The intent of the
annual bonus is to motivate and reward performance of senior executives measured
against distinct and clearly articulated goals in light of the competitive
compensation practices of the biotechnology industry. The goals vary with
responsibilities and are generally based on individual milestones rather than
overall measures of the Company's performance. In 1997, these goals included:
the successful launch of AVONEX(R) in Europe, the acquisition of new
technologies (CVT-124), out-licensing of certain technologies (VLA-4, Hirulog),
achievement of certain research, development and clinical milestones with
respect to development-stage products and work towards United States Food and
Drug Administration approval of the Company's Research Triangle Park facility
for the manufacture of AVONEX(R).
STOCK OPTIONS
Stock options are a fundamental element in the total compensation program
because they emphasize long- term Company performance as measured by creation of
stockholder value and foster a community of interest between stockholders and
employees. Accordingly, the Company believes that the use of stock options is
preferable to other forms of stock compensation such as restricted stock.
Options are granted to all regular full-time employees, and particularly to key
employees likely to contribute significantly to the Company. In determining the
size of an option grant to an executive officer, the Company considers not only
competitive factors, changes in responsibility and the executive officer's
achievement of individual pre-established goals,
12
<PAGE> 17
but also the number and terms of options previously granted to the officer. In
addition, the Company usually makes a significant grant of options when an
executive officer joins the Company. The size of option grants to executive
officers is determined by the Stock and Option Plan Administration Committee.
Options are granted, as a matter of Company policy, at 100% of the fair
market value on the date of grant. The Company generally awards options to
officers on employment and at regular intervals, but other awards may be made.
Some of the Company's stock option plans also provide for granting options to
members of the Board of Directors and the Scientific Board. Options granted to
employees generally vest over periods ranging from five to seven years after
grant.
CEO COMPENSATION
The compensation of Biogen's Chief Executive Officer reflects the Company's
general compensation philosophy. Mr. Tobin's compensation in 1997 was not
formula-based but rather was determined by the Compensation and Management
Resources Committee and the Stock and Option Plan Administration Committee based
on the Committees' assessment of Mr. Tobin's performance and review of data
showing the compensation of Mr. Tobin's peers in the pharmaceutical industry.
Mr. Tobin's performance was evaluated by the Committees by considering various
factors, including the breadth of Mr. Tobin's responsibilities and progress made
by the Company toward its goals as measured by the Committees' assessment of the
performance of the key departments. In 1997, the Company's progress and the
quality of Mr. Tobin's performance were reflected in the Company's various
achievements. These achievements included maintaining the position of AVONEX(R)
as the market leader in the multiple sclerosis market in the United States,
launching AVONEX(R) in Europe, completing early stage clinical trials of several
key development-stage products, completing several key licensing transactions
and reporting record revenues, net income and earnings per share.
In determining whether to grant options to Mr. Tobin, the Compensation and
Management Resources Committee and the Stock and Option Plan Administration
Committee consider not only competitive factors and Mr. Tobin's performance, but
also the number and terms of options previously granted. Options were granted to
Mr. Tobin in 1997 in recognition of his performance and as an additional
incentive for the future.
IMPACT OF INTERNAL REVENUE CODE SECTION 162(m)
Internal Revenue Code Section 162(m) ("Section 162(m)") precludes a public
corporation from taking a deduction for certain compensation in excess of $1
million paid to its chief executive officer or any of its four other highest
paid officers. At such time as this limitation would affect the Company, the
Board and Committees will assess the practical effect on executive compensation
and determine what action, if any, is appropriate.
COMMITTEES' ROLES
The stock option plans for senior executives are administered by the Stock
and Option Plan Administration Committee of the Board of Directors. Other
compensation decisions for senior executives are made by the Compensation and
Management Resources Committee or, in the case of the Chief Executive Officer,
by the Board based on recommendations from that Committee.
Roger H. Morley, Chairman,
Compensation and Management Resources
Committee
Harold W. Buirkle
Phillip A. Sharp
James L. Vincent
13
<PAGE> 18
SECTION 16 (A) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
The Company's officers, directors and greater-than-ten-percent stockholders
are required to file reports of ownership and change of ownership with the
Securities and Exchange Commission under the Securities Exchange Act of 1934.
Based solely on information provided to the Company by the individual directors
and officers, the Company believes that, during the fiscal year ended December
31, 1997, all such parties complied with all applicable filing requirements
except for late reporting of the following transactions: (i) an amended filing
for each of Timothy Kish and James Tobin, each to correct information regarding
a single transaction, and (ii) a late filing of a Form 3 for Alan Simpson upon
his joining the Board.
14
<PAGE> 19
PERFORMANCE GRAPH
The following graph compares the yearly percentage change in the Company's
cumulative total shareholder return on its Common Stock during a period
commencing on December 31, 1992 and ending December 31, 1997 (as measured by
dividing (i) the sum of (A) the cumulative amount of dividends for the
measurement period, assuming dividend reinvestment, and (B) the difference
between the Company's share price at the end and the beginning of the period; by
(ii) the share price at the beginning of the period) with the cumulative return
of the Standard & Poor's 500 Stock Index and the NASDAQ Pharmaceutical Stocks
Total Return Index. The NASDAQ Pharmaceutical Stocks Total Return Index, which
is calculated and supplied by NASDAQ, represents all companies trading on NASDAQ
under the Standard Industrial Classification (SIC) Code for pharmaceutical,
including biotechnology, companies. Biogen has not paid dividends, and no
dividends are included in the representation of the Company's performance. The
share prices have been adjusted to reflect a two-for-one stock split effected by
the Company in November 1996. The stock price performance on the graph below is
not necessarily indicative of future price performance.
<TABLE>
<CAPTION>
NASDAQ
Measurement Period Pharmaceutical
(Fiscal Year Covered) BIOGEN Index S&P 500
<S> <C> <C> <C>
1992 100.0 100.0 100.0
1993 84.8 89.1 110.1
1994 88.8 67.1 111.5
1995 130.9 122.7 153.4
1996 164.9 123.1 188.6
1997 154.8 127.2 251.5
</TABLE>
15
<PAGE> 20
MISCELLANEOUS
PROPOSALS OF STOCKHOLDERS
To be included in the Company's 1999 Proxy Statement for consideration at
the Annual Meeting of Stockholders to be held in 1999, stockholder proposals
must be received by the Company, marked for the attention of the "Vice
President-General Counsel," not later than January 8, 1999.
SOLICITATION AND VOTING OF PROXIES
The proxy accompanying this Proxy Statement is solicited by the Board of
Directors of the Company. Directors, officers and other employees of the Company
may also solicit proxies by telephone, telegram, fax and personal solicitation.
No additional compensation will be paid to any director, officer or employee for
such solicitation. The cost of soliciting proxies, including expenses in
connection with preparing and mailing this Proxy Statement, will be borne by the
Company. The Company will reimburse brokerage firms and other persons
representing beneficial owners of the Company's Common Stock for their expenses
in forwarding proxy material to such beneficial owners. The Company has hired
D.F. King & Co., Inc. to act as its proxy solicitation agent for the Meeting at
a cost of approximately $5,000.
Stockholders of record on April 23, 1998, will be entitled to vote at the
meeting on the basis of one vote for each share held. If a stockholder specifies
a choice on the proxy as to how his or her shares are to be voted on a
particular matter, the shares will be voted accordingly. Unless authority to
vote for any of the proposals is withheld, the shares represented by the
enclosed proxy will be voted for such proposals. With respect to the matters to
be acted on at the Meeting, abstentions and broker non-votes will neither count
for nor against the proposal to be voted upon. For all proposals, abstentions
and broker non-votes will be counted toward determination of a quorum.
INCORPORATION BY REFERENCE
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the securities laws that might incorporate future
filings, including this Proxy Statement, in whole or in part, the reports of the
compensation and stock option committees and the performance graph included in
this Proxy Statement shall not be incorporated by reference into any such
filings.
OTHER MATTERS
The Board of Directors knows of no other business which will be presented
to the Meeting. If other business is properly brought before the Meeting,
proxies in the enclosed form will be voted in accordance with the judgment of
the persons voting the proxies.
16
<PAGE> 21
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING, YOU ARE URGED TO
FILL OUT, SIGN, DATE AND RETURN THE ENCLOSED PROXY AT YOUR EARLIEST CONVENIENCE.
By order of the Board of Directors:
/s/ Michael J. Astrue
Michael J. Astrue
Clerk
Cambridge, Massachusetts
May 8, 1998
17
<PAGE> 22
[Picture of Map]
DIRECTIONS TO BIOGEN
<TABLE>
<S> <C>
FROM LOGAN AIRPORT & BOSTON FROM NORTH OR SOUTH
Take Sumner Tunnel to Expressway (Rte. Rte. 93 to Storrow Drive. Take Storrow
93). Go up ramp for 1/4 mile following Drive to exit marked Kendall Square. Go
signs for Storrow Drive. Take Storrow across Longfellow Bridge over Charles
Drive to left exit marked Kendall Square. River and follow straight...
Go across Longfellow Bridge over Charles
River and follow straight. Marriott Hotel FROM WALTHAM AND RTE. 2
will be 1 1/2 blocks down on left... Rte. 2 to Memorial Drive eastbound. (You
will pass Harvard University, The B.U.
FROM "T" Bridge, The Mass Ave. Bridge and MIT.)
Take "T" to Kendall Square/MIT stop. Walk After passing MIT, STAY TO THE RIGHT. Take
straight up stairs... left at lights (Kendall Square) onto
Binney Street. Take left at 2nd light onto
Third St. Proceed to end and turn right
onto Broadway...
LOGO
<CAPTION>
<S> <C>
FROM LOGAN AIRPORT & BOSTON FROM MASS AVE.,
Take Sumner Tunnel to Expressway (Rte. Follow Mass Ave. onto Main Street. Take
93). Go up ramp for 1/4 mile following left onto Ames Street at Legal Seafood...
signs for Storrow Drive. Take Storrow
Drive to left exit marked Kendall Square. FROM WEST AND MASS PIKE
Go across Longfellow Bridge over Charles Take Mass Pike to exit 18 (Cambridge/
River and follow straight. Marriott Hotel Allston/Brighton exit). After toll, bear
will be 1 1/2 blocks down on left... right (Cambridge/Somerville). Go straight
across River Street Bridge. Turn right
FROM "T" onto Memorial Drive eastbound. After
Take "T" to Kendall Square/MIT stop. Walk passing MIT, STAY TO THE RIGHT. Take left
straight up stairs... at first set of lights (2nd Kendall Square
sign) onto Binney Street. Take left at 2nd
light onto Third Street. Proceed to end
and turn right onto Broadway...
LOGO
</TABLE>
NOTE: UPON REACHING KENDALL SQUARE, PLEASE REFER TO KENDALL SQUARE CAMBRIDGE
CENTER DETAIL MAP FOR BIOGEN BUILDING LOCATIONS AND PARKING INSTRUCTIONS.
<PAGE> 23
LOGO
14 CAMBRIDGE CENTER
CAMBRIDGE, MA 02142
NOTICE OF ANNUAL MEETING
AND PROXY STATEMENT
MEETING DATE
JUNE 19, 1998
<PAGE> 24
BIOGEN, INC.
PROXY SOLICITED BY
THE BOARD OF DIRECTORS OF BIOGEN, INC.
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 19, 1998
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Stockholders and Proxy Statement, dated May 8, 1998, and does hereby appoint
James L. Vincent, James R. Tobin, and Michael J. Astrue, and each of them,
proxies of the undersigned with all the powers the undersigned would possess if
personally present and with full power of substitution in each of them, to
appear and vote all shares of Common Stock of Biogen, Inc., a Massachusetts
corporation, which the undersigned would be entitled to vote if personally
present at the Annual Meeting of Stockholders to be held on June 19, 1998 at
10:00 a.m. at the Company's offices located at 12 Cambridge Center, Cambridge,
MA 02142.
The shares represented hereby will be voted as directed herein. IN EACH CASE
IF NO DIRECTION IS INDICATED, SUCH SHARES WILL BE VOTED FOR THE ELECTION OF EACH
OF THE NAMED NOMINEES AS A DIRECTOR AND FOR PROPOSAL 2 BELOW. AS TO ANY OTHER
MATTER, SAID PROXY HOLDERS WILL VOTE IN ACCORDANCE WITH THEIR BEST JUDGMENT.
THIS PROXY MAY BE REVOKED IN WRITING AT ANY TIME PRIOR TO THE VOTING THEREOF.
PLEASE VOTE, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
Please date and sign exactly as name appears on this card. Joint owners should
each sign. Please give full title when signing as executor, administrator,
trustee, attorney, guardian for a minor, etc. Signatures for corporations and
partnerships should be in the corporate or firm name by a duly authorized
person.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- --------------------------------- ---------------------------------------
- --------------------------------- ---------------------------------------
- --------------------------------- ---------------------------------------
<PAGE> 25
X PLEASE MARK VOTES AS IN THIS EXAMPLE
- -----
1. Election of Directors
[ ] FOR nominees listed below [ ] WITHHOLD AUTHORITY [ ] FOR ALL EXCEPT
NOMINEES: Alan Belzer, Mary L. Good, Kenneth Murray and James W. Stevens for a
three-year term ending at the Annual Meeting of Stockholders in 2001 and until
their successors are duly elected and qualified or their earlier resignation or
removal.
Note: If you do not wish your shares voted "For" a particular nominee, mark the
"For All Except" box and strike a line through the name(s) of the nominee(s).
Your shares will be voted for the remaining nominee(s).
2. To ratify the selection by the Company's Board of Directors of Price
Waterhouse LLP as the Company's independent accountants for the fiscal year
ending December 31, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion, the proxies are also authorized to vote upon such other
matters as may properly come before the meeting.
MARK MARK HERE
HERE FOR IF YOU PLAN
ADDRESS [ ] TO ATTEND [ ]
CHANGE THE MEETING
Record date shares:
Please be sure to sign and date this Proxy.
Date: ___________________________, 1998
---------------------------------------
Signature
---------------------------------------
Signature
