<PAGE>
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 [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Comdisco, Inc.
- - - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Philip A Hewes
- - - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
<PAGE>
LOGO
6111 N. RIVER ROAD
ROSEMONT, ILLINOIS 60018
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JANUARY 21, 1997
TO THE STOCKHOLDERS:
The Annual Meeting of Stockholders (the "Annual Meeting") of Comdisco, Inc.,
a Delaware corporation ("Comdisco"), will be held on Tuesday, January 21,
1997, at 3:00 p.m. (C.S.T.). The Annual Meeting will be convened at Comdisco's
corporate office, 6111 N. River Road in the first floor auditorium, Rosemont,
Illinois 60018, for the purpose of considering and acting upon the following:
1. The election of four Class II Directors of Comdisco for a term of three
years;
2. The ratification of the appointment by the Board of Directors of KPMG
Peat Marwick LLP as independent auditors of Comdisco for the current
fiscal year; and
3. The transaction of such other business as may properly be brought before
the meeting or any adjournment thereof.
Only stockholders of record at the close of business on December 9, 1996,
are entitled to notice of and to vote at the Annual Meeting. For at least ten
days prior to the Annual Meeting, a list of stockholders entitled to vote at
the Annual Meeting will be available for examination by any stockholder, for
any purpose germane to the Annual Meeting, during ordinary business hours at
Comdisco's corporate office.
Stockholders are cordially invited to attend the Annual Meeting. However,
whether or not a stockholder plans to attend, each stockholder is urged to
sign, date and promptly return the enclosed proxy in the accompanying
envelope.
The Annual Report, Proxy Statement and Proxy are enclosed with this notice.
Dated and mailed at New York, New York, December 20, 1996.
By order of the Board of Directors
PHILIP A. HEWES
Secretary
IMPORTANT
Please complete, sign and return the enclosed Proxy immediately. A return
envelope, which requires no postage if mailed in the United States, is
enclosed.
<PAGE>
LOGO
6111 NORTH RIVER ROAD
ROSEMONT, ILLINOIS 60018
PROXY STATEMENT
ANNUAL MEETING AND PROXY SOLICITATION INFORMATION
SOLICITATION OF PROXIES
This Proxy Statement, which is being mailed to stockholders on or about
December 20, 1996, is furnished in connection with the solicitation by the
Board of Directors of Comdisco, Inc., a Delaware corporation ("Comdisco" or
the "Company"), of proxies for use at its Annual Meeting of Stockholders (the
"Annual Meeting") to be held on Tuesday, January 21, 1997, at 3:00 p.m.
(C.S.T.) at Comdisco's corporate office, 6111 N. River Road, Rosemont,
Illinois 60018, and at any adjournment of the Annual Meeting.
At the Annual Meeting, stockholders will be asked to elect four Class II
Directors and to ratify the appointment of independent auditors. Because many
of our stockholders are unable to personally attend the Annual Meeting, the
Board of Directors solicits the enclosed proxy so that each stockholder is
given an opportunity to vote. This proxy enables each stockholder to vote on
all matters scheduled to come before the Annual Meeting. When a properly
executed proxy card is returned, the stockholder's shares will be voted
according to the stockholder's directions. Stockholders are urged to specify
their choices by marking the appropriate boxes on the enclosed proxy card. If
no choice has been specified, the shares will be voted FOR the election of the
Director-nominees listed below and FOR the ratification of the appointment of
KPMG Peat Marwick LLP as independent auditors.
The Board of Directors knows of no other business that will be presented at
the Annual Meeting. If, however, other matters are properly presented, the
persons named in the enclosed proxy statement will vote the shares represented
thereby in accordance with their judgment on such matters.
A proxy may be revoked by giving the Secretary of Comdisco written notice of
revocation at any time before the voting of the shares represented by the
proxy. A stockholder who attends the Annual Meeting may cancel any proxy by
voting at the Annual Meeting.
The cost of soliciting proxies will be borne by Comdisco. In addition to
solicitation by mail, proxies may be solicited by Directors, officers and
employees of Comdisco by personal interview, telephone or telegram. Comdisco
may request brokerage houses and other custodians, nominees and fiduciaries to
forward proxy soliciting material to the beneficial owners of stock held of
record by such persons. Comdisco will reimburse its transfer agent for charges
and expenses incurred in connection with the distribution of proxy material
and brokers or other persons holding stock in their names or in the names of
their nominees for out-of-pocket expenses in forwarding proxy material to the
beneficial owners. In addition, ChaseMellon Shareholder Services, New York,
New York, has been retained to assist in the solicitation of the proxies at a
fee of $4,000.00, plus out-of-pocket expenses.
QUORUM AND VOTING RIGHTS
The presence, in person or by proxy, of the holders of a majority of the
issued and outstanding shares of common stock of the Company (the "Common
Stock") entitled to vote (exclusive of shares held by or for the
<PAGE>
account of the Company) is necessary to constitute a quorum at the Annual
Meeting. Abstentions and broker non-votes will be counted for purposes of
determining whether a quorum is present. The election of Directors will be
decided by a plurality of the votes represented in person or by proxy at the
Annual Meeting. The affirmative vote of the holders of a majority of the
shares of Common Stock present in person or by proxy at the Annual Meeting is
required for the approval of each of the other matters to be presented. Only
holders of record of Common Stock at the close of business on December 9,
1996, are entitled to notice of and to vote at the Annual Meeting.
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
As of December 1, 1996, the Company had issued and outstanding 48,693,883
shares of Common Stock. Each share of Common Stock entitles the holder to one
vote upon each matter to be voted upon.
PRINCIPAL STOCKHOLDERS
The following table lists all persons known to be the beneficial owner of
more than 5% of Comdisco's outstanding Common Stock as of December 1, 1996.
<TABLE>
<CAPTION>
NUMBER % OF
NAME AND ADDRESS OF SHARES CLASS*
---------------- --------- ------
<S> <C> <C>
Fidelity Management and Research Corporation........... 5,730,000 12%
82 Devonshire
Boston, MA 02109
Prudential Insurance Company of America................ 2,615,000 5%
100 Mulberry Street
Newark, NJ 07102
Pontikes Family Trusts................................. 2,489,632** 5%
6111 N. River Road
Rosemont, IL 60018
Pontikes Trust......................................... 6,228,151** 13%
6111 N. River Road
Rosemont, IL 60018
Ponchil Limited Partnership............................ 3,272,836** 7%
6111 N. River Road
Rosemont, IL 60018
</TABLE>
- - - --------
*Calculation of the Percent of Class includes shares obtainable upon the
exercise of stock options which are or become exercisable prior to February
1, 1997.
**For additional information, see footnote (c) in the Section entitled Stock
Ownership of Directors and Management.
2
<PAGE>
STOCK OWNERSHIP OF DIRECTORS AND MANAGEMENT
The following table sets forth certain information regarding the stock
ownership of each Director and nominee for directorship, the Chief Executive
Officer and the next four most highly compensated Executive Officers, and all
Directors and Executive Officers as a group.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED % OF
NAME ON DECEMBER 1, 1996 CLASS
---- ------------------- -----
<S> <C> <C>
Alan J. Andreini............................... 196,164(a,b) (d)
Robert A. Bardagy.............................. 149,159(b) (d)
Edward H. Fiedler, Jr.......................... 158,151(a,b) (d)
C. Keith Hartley............................... 51,994(a,b) (d)
Philip A. Hewes................................ 69,825(a,b) (d)
Rick Kash...................................... 59,343(b) (d)
Thomas H. Patrick.............................. 59,101(a,b) (d)
Nicholas K. Pontikes........................... 12,237,955(b,c) 25%
William N. Pontikes............................ 687,562(a,b) 1.4%
Jack Slevin.................................... 352,432(b) (d)
Basil R. Twist, Jr............................. 42,600(b) (d)
John J. Vosicky................................ 196,912(a,b) (d)
All Directors and Executive Officers as a
group,
including three officers not named above...... 14,340,156(a,b,c) 29%
</TABLE>
- - - --------
(a) Includes shares held by or for the benefit of the immediate families of
the above individuals and for which the named stockholders disclaim any
beneficial interest, as follows: Mr. W. Pontikes, 139,124 shares; Mr.
Andreini, 637 shares; Mr. Vosicky, 2,800 shares; and Directors and
Executive Officers as a group, 145,361 shares.
Also includes other shares held by or for the benefit of the immediate
families of the above individuals, over which such individuals hold no
voting or dispositive powers and for which the named stockholders disclaim
any beneficial interest, as follows: Mr. W. Pontikes, 49,828 shares; Mr.
Fiedler, 63,015 shares; Mr. Hartley, 157 shares; Mr. Hewes, 1,193 shares;
Mr. Patrick, 5,310 shares; Mr. Vosicky, 4,342 shares; and Directors and
Executive Officers as a group, 123,845 shares.
(b) Includes shares obtainable upon exercise of stock options which are or
become exercisable prior to February 1, 1997, as follows: Mr. N. Pontikes,
24,510 shares; Mr. W. Pontikes, 31,513 shares; Mr. Andreini, 125,172
shares; Mr. Bardagy, 70,774 shares; Mr. Fiedler, 15,150 shares; Mr.
Hartley, 27,600 shares; Mr. Hewes, 39,688 shares; Mr. Kash, 27,600 shares;
Mr. Patrick, 27,600 shares; Mr. Slevin, 137,855 shares; Mr. Twist, 27,600
shares; Mr. Vosicky, 52,084 shares; and Directors and Executive Officers
as a group, 667,367 shares. The percentages set forth in the above table
give effect to the exercise of these options.
(c) Includes shares over which Nicholas Pontikes exercises sole or shared
voting and dispositive powers but with respect to which he disclaims any
beneficial interest (with the exception of a percentage of the shares
owned by Ponfam Corp. and Ponchil Limited Partnership equal to his
proportionate ownership interest in those entities), which shares are held
of record as follows: Pontikes Trust, 6,228,151 shares; Pontikes Nonexempt
Marital Trust, 2,253,976 shares; Pontikes Exempt Marital Trust, 89,385
shares; Ponchil Limited Partnership, 3,272,836 shares; Ponfam Corp.,
96,021 shares; Pontikes Family Foundation, 74,677 shares; and various
family trusts, 146,271 shares.
(d) Percentage of shares beneficially owned does not exceed 1% of the class
outstanding.
BOARD OF DIRECTORS
ELECTION OF DIRECTORS
Pursuant to Comdisco's Certificate of Incorporation, the Board of Directors
is divided into three classes, with each class as equal in number as possible.
Each year the stockholders elect the members of one of the three classes to a
three year term of office. There are twelve Directors with Class I having
three members, Class II having four members and Class III having five members.
3
<PAGE>
The term of office of each of the four Class II Directors will expire at the
1997 Annual Meeting. The term of office for each of the Class II nominees to
be elected at the 1997 Annual Meeting will expire at the 2000 Annual Meeting,
the term of office for each of the Class I Directors will expire at the 1999
Annual Meeting, and the term of office of each of the Class III Directors will
expire at the 1998 Annual Meeting, or in each case when their respective
successors have been duly elected and qualified.
PROFILE OF DIRECTORS AND NOMINEES
NOMINEES FOR TERMS EXPIRING IN 2000
(CLASS II DIRECTORS)
C. KEITH HARTLEY (Age 54--Director since 1978)
Mr. Hartley has been Managing Partner of Forum Capital Markets L.P. since
August 1995. From May, 1991, to August, 1995, he was an independent financial
consultant. Mr. Hartley is also a director of Phoenix Shannon p.l.c.
RICK KASH (Age 54--Director since 1987)
Mr. Kash has been President and Managing Partner of The Cambridge Group,
management consultants, since 1975. Mr. Kash is also a director of U.S. Auto
Glass.
WILLIAM N. PONTIKES (Age 55--Director since 1977)
Executive Vice President (a)
Mr. Pontikes has been Executive Vice President since October, 1989. Mr.
Pontikes is the uncle of Nicholas K. Pontikes.
JACK SLEVIN (Age 60--Director since 1979)
Chairman of the Board, Chief Executive Officer and President (a)
Mr. Slevin has been Chairman of the Board since January, 1996, and has been
President and Chief Executive Officer since July, 1994. He was Interim Chief
Operating Officer from December, 1993, to July, 1994, Executive Vice President
from April, 1992, to July, 1994, and Senior Vice President and National Sales
Manager from July, 1990, to April, 1992.
DIRECTORS CONTINUING IN OFFICE UNTIL 1999
(CLASS I DIRECTORS)
EDWARD H. FIEDLER, JR. (Age 64--Director since 1969)
Mr. Fiedler was General Attorney of Comdisco from March, 1983, to September,
1991, and Secretary from January, 1982, to September, 1991. Mr. Fiedler
retired from both positions at Comdisco effective September 30, 1991.
BASIL R. TWIST, JR. (Age 53--Director since 1982)
Mr. Twist has been President of Champion Securities Corporation since
February, 1991.
JOHN J. VOSICKY (Age 48--Director since 1986)
Executive Vice President and Chief Financial Officer (a)
Mr. Vosicky has been Executive Vice President, Chief Financial Officer of
Comdisco since July, 1994. He was Senior Vice President and Chief Financial
Officer from November, 1985, to July, 1994.
4
<PAGE>
DIRECTORS CONTINUING IN OFFICE UNTIL 1998
(CLASS III DIRECTORS)
ALAN J. ANDREINI (Age 50--Director since 1992)
Executive Vice President (a)
Mr. Andreini has been Executive Vice President since July, 1994. He was
Senior Vice President from July, 1986, to July, 1994. Mr. Andreini is also a
director of Hugoton Energy Corporation and Astor Corp.
ROBERT A. BARDAGY (Age 57--Director since 1983)
Mr. Bardagy was Executive Vice President from July, 1986, to April, 1996.
Mr. Bardagy retired from his position as Executive Vice President effective
April 30, 1996, and currently serves as a consultant to the Company.
PHILIP A. HEWES (Age 44--Director since 1992)
Senior Vice President and Secretary (a)
Mr. Hewes has been Senior Vice President since January, 1992, and Secretary
since October, 1991.
THOMAS H. PATRICK (Age 53--Director since 1971)
Mr. Patrick has been Executive Vice President, member of the Office of the
Chairman of Merrill Lynch & Co., Inc. ("Merrill Lynch") since May, 1993. Mr.
Patrick was Executive Vice President, Equity Markets Group from June, 1992, to
May, 1993, and Executive Vice President, Insurance from November, 1990, to
June, 1992. Mr. Patrick is also a director of Baldwin & Lyons, Inc. and AMLI
Realty Co.
NICHOLAS K. PONTIKES (Age 32--Director since 1993)
Executive Vice President (a)
Mr. Pontikes has been Executive Vice President of Comdisco since July, 1994,
and President of Business Continuity Services Division since September, 1993.
He was Vice President of Comdisco from September, 1993, to July, 1994, Vice
President--Business Controls of Business Continuity Services from January,
1993, to September, 1993, and Director--International Marketing for the
Comdisco Electronics Group from July, 1992, to January, 1993. From April,
1990, through July, 1992, he was President of Avalon Capital Corporation, an
investment banking firm. Mr. Pontikes is the nephew of William N. Pontikes.
(a) These individuals, along with David J. Keenan, John C. Kenning and
Martin C. Walsh, are the current Executive Officers of Comdisco. Mr.
Keenan, age 48, has been Vice President and Controller since January,
1985. Mr. Kenning, age 35, has been National Sales Manager and Senior
Vice President since August, 1995. He was Vice President/Marketing from
April, 1995, to August, 1995, and Regional Marketing Manager from
October, 1986, to August, 1995. Mr. Walsh, age 44, has been Executive
Vice President since August, 1996. He was Senior Vice President from
July, 1987, to August, 1996, and President Large Systems Division from
October, 1995, to August, 1996.
INFORMATION REGARDING THE BOARD AND ITS COMMITTEES
During the last fiscal year, the Board of Directors held four meetings. All
incumbent Directors, including those standing for re-election, attended at
least seventy-five percent of the meetings of the Board of Directors and of
the committees on which they served. The Board of Directors has established
Executive, Audit, Stock Option and Compensation Committees. The Executive
Committee, which acts on behalf of the Board of Directors in connection with
the regular conduct of Comdisco's business, is composed of Messrs. Andreini,
N.
5
<PAGE>
Pontikes, W. Pontikes, Slevin and Vosicky. It has been the practice of the
Executive Committee to act by unanimous consent without a meeting. The Audit
Committee is composed of Messrs. Fiedler, Hartley, Kash, Patrick and Twist.
The Audit Committee, which met once during the last fiscal year, has the
general responsibility for establishing and maintaining communications with
Comdisco's internal and independent accountants, reviewing the methods used
and audits made by the auditors in connection with Comdisco's published
financial statements and reviewing with the auditors Comdisco's financial and
operating controls. The Stock Option Committee, which makes recommendations to
the Board of Directors with regard to the granting of stock options and
administers stock option plans, consists of Messrs. Hartley and Kash. The
Stock Option Committee has the practice of taking formal actions by unanimous
consent without a meeting. The Compensation Committee consists of Messrs.
Hartley and Kash, each of whom is a non-employee Director. The Compensation
Committee, which met twice during the last fiscal year, has the general
responsibility for evaluating the compensation arrangements of Officers and
Directors, including the compensation arrangements for Comdisco's President
and Chief Executive Officer, Mr. Jack Slevin. The Board of Directors has no
nominating committee.
COMPENSATION OF DIRECTORS
Non-employee Directors are paid a quarterly retainer of $6,000, a Board
meeting fee of $2,000 plus expenses and a Committee meeting fee of $2,000 plus
expenses if the Committee meeting is on a date other than that scheduled for a
full Board of Directors meeting. The non-employee Directors may elect, in
advance, to receive a restricted stock award or a stock option in lieu of the
cash compensation referred to in the preceding sentence. The restricted stock
award would be issued under the 1992 or 1995 Comdisco, Inc. Long-Term Stock
Ownership Incentive Plans and would be based on the following formula: Number
of Shares of Restricted Stock = (Retainer and Board Meeting Fees x 1.5)
divided by the Closing Price of the Common Stock on the last day of the fiscal
year. The stock options would be issued under the Comdisco, Inc. Outside
Director Deferred Fee Option Plan, which was adopted on November 5, 1996, and
would be based on the following formula: Number of Options = (Retainer and
Board Meeting Fees x 1.5) divided (Closing Price of the Common Stock on the
last day of the fiscal year--$1.00). The options would have a ten year term,
would vest after six months and would have an exercise price of $1.00. In
October of 1996, each non-employee Director was granted an option to acquire
3,150 shares of Common Stock at a price equal to the closing price on the date
of grant ($28.875) pursuant to Comdisco's Non-Employee Directors' Stock Option
Plan. These options also vest in six months from the date granted and must be
exercised within ten years.
EMPLOYMENT AGREEMENTS
The Company entered into an agreement with Robert Bardagy relating to
compensation commencing April 30, 1996, the effective date of his retirement
from the position of Executive Vice President of the Company. The agreement
provides for a minimum eighteen-month term during which Mr. Bardagy, in
addition to his service as Director, remains available to consult with the
Company. Under the terms of the agreement, Mr. Bardagy receives compensation
(payable in bi-monthly installments) equal to the average of his total
compensation paid in the three fiscal years prior to his retirement. The
Company will continue to provide its customary insurance benefits (other than
disability and accidental death plans) to Mr. Bardagy through his 65th
birthday, provided that he pays the regular employee portion of the cost of
these benefits. As long as Mr. Bardagy provides services under this agreement,
he will remain eligible to retain stock options previously granted in
accordance with the terms of the relevant grant agreements and stock option
plans. Amounts payable, if any, under previously awarded senior management
incentive plans will be distributed in accordance with the terms of those
plans.
Mr. Slevin's employment agreement is discussed in the Section entitled
Compensation Committee Report.
CERTAIN BUSINESS RELATIONSHIPS
Mr. Patrick is Executive Vice President, Office of the Chairman of Merrill
Lynch. In fiscal 1996, Merrill Lynch acted as Comdisco's agent in an
established medium term note program and served as an underwriter of
Comdisco's senior note program. In addition, Merrill Lynch acted as a dealer
in the sale of Comdisco's domestic commercial paper.
OTHER TRANSACTIONS
During fiscal 1995, Comdisco made personal loans in an aggregate amount of
$704,405.00 to Mr. Slevin. The loans are evidenced by a demand note bearing
interest at the LIBOR rate plus 3/4% and secured by the mortgage of his
personal residence. The largest aggregate amount of indebtedness outstanding
during the 1996 fiscal year was $753,103.42. As of December 15, 1996,
$694,573.37 was outstanding.
6
<PAGE>
In fiscal 1996, the Company repurchased Common Stock from the following
Directors and Officers under its Stock Repurchase Program. In July, 1996, the
Company repurchased 25,000 shares of Common Stock from Alan Andreini. These
shares were purchased at the then closing price of the Common Stock on the New
York Stock Exchange ($22.75 per share for an aggregate of $568,750.00). In
September, 1996, the Company repurchased 67,382 shares of Common Stock from
the Brooke N. Pontikes Trust. William N. Pontikes is trustee for the trust.
These shares were purchased at the then closing price of the Common Stock on
the New York Stock Exchange ($27.375 per share for an aggregate of
$1,844,582.25).
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires Comdisco's
Officers and Directors, and persons who own more than ten percent of a
registered class of Comdisco's equity securities, to file reports of ownership
and changes in ownership with the Securities and Exchange Commission ("SEC")
and the New York Stock Exchange. Officers, Directors and greater than ten
percent stockholders are required by SEC regulation to furnish Comdisco with
copies of all Section 16(a) forms they file.
Based solely on the Company's review of the copies of such forms received by
it, or on written representations from certain reporting persons that no Forms
5 were required for those persons during fiscal year 1996, all filing
requirements applicable to its Directors, Officers and greater than ten
percent beneficial owners were complied with.
COMPENSATION AND BENEFITS
EXECUTIVE OFFICER COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information with respect to
compensation for services in all capacities paid by Comdisco and its
subsidiaries for the past three years, to or on behalf of (i) Jack Slevin,
President and Chief Executive Officer, (ii) each of the four other most highly
compensated Executive Officers of Comdisco serving on September 30, 1996, and
(iii) Robert Bardagy, who was not serving as an Executive Officer on the last
day of the fiscal year.
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------ --------------------------- ---------
RESTRICTED SECURITIES LONG-TERM ALL OTHER
NAME AND OTHER ANNUAL STOCK UNDERLYING INCENTIVE COMPENSATION
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION AWARDS OPTIONS (SHARES) PAYOUTS (1)
- - - ------------------------ ---- -------- -------- ------------ ---------- ---------------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jack Slevin 1996 $500,000 $580,000 -0- -0- 327,169 $420,000 $ 9,425
Chairman, President 1995 400,000 401,000 -0- -0- 132,980 6,074
and CEO 1994 350,000 450,000 -0- -0- 187,500 5,643
Alan J. Andreini 1996 200,000 200,000 -0- -0- 43,245 225,000 9,425
Executive Vice President 1995 200,000 200,000 -0- -0- 211,906 43,392(2)
1994 225,000 275,800 -0- -0- -0- 5,643
Nicholas K. Pontikes 1996 230,000 230,000 -0- -0- 24,534 201,000 9,425
Executive Vice President 1995 230,000 230,000 -0- -0- 68,308 6,074
1994 200,000 385,000 -0- -0- 37,500 5,643
William N. Pontikes 1996 220,000 220,000 -0- -0- 30,771 300,000 9,425
Executive Vice President 1995 225,000 230,000 -0- -0- 87,864 6,074
1994 250,000 251,000 -0- -0- -0- 5,643
John J. Vosicky 1996 240,000 200,000 -0- -0- 18,297 225,000 9,425
Executive Vice President 1995 235,000 235,000 -0- -0- 53,365 6,074
& Chief Financial Offi-
cer 1994 225,000 276,000 -0- -0- -0- 5,643
Robert A. Bardagy 1996 533,128 218,750 -0- -0- 18,090 420,000 9,425
Executive Vice President 1995 365,000 365,000 -0- -0- 52,747 6,074
through 4/30/96 1994 350,000 509,000 -0- -0- -0- 5,643
</TABLE>
- - - --------
(1) Amounts of All Other Compensation are amounts contributed by Comdisco
under Comdisco's Profit Sharing and Employee Stock Ownership Plans for the
persons named above.
(2) Includes $6,074 in Comdisco contributions to retirement plans as outlined
in footnote (1) above and $37,318 paid pursuant to the terms of the
Comdisco Financial Services, Inc. Residual Incentive Compensation Plan.
7
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information with respect to stock
option grants made to named executive officers during the fiscal year ended
September 30, 1996.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
OF STOCK PRICE
APPRECIATION FOR OPTION
INDIVIDUAL GRANTS TERM
------------------------------------------------------------- --------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS/SARS EMPLOYEES IN BASE PRICE GRANT DATE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/SH) MARKET PRICE DATE 0% 5% 10%
- - - ---- ------------ ------------ ----------- ------------ ---------- --- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jack Slevin 275,000 9.7 $24.000 $24.000 07/22/06 $ 0 $4,149,268 $10,514,231
20,984 0.7 28.875 28.875 09/29/06 $ 0 380,924 965,259
31,185 1.0 28.875 28.875 09/29/06 $ 0 566,103 1,434,503
Alan J. Andreini 12,060 0.4 28.875 28.875 09/29/06 $ 0 218,926 554,757
31,185 1.0 28.875 28.875 09/29/06 $ 0 566,103 1,434,503
Nicholas K. Pontikes 12,060 0.4 28.875 28.875 09/29/06 $ 0 218,926 554,757
12,474 0.4 28.875 28.875 09/29/06 $ 0 226,441 573,801
William N. Pontikes 12,060 0.4 28.875 28.875 09/29/06 $ 0 218,926 554,757
18,711 0.7 28.875 28.875 09/29/06 $ 0 339,662 860,702
John J. Vosicky 12,060 0.4 28.875 28.875 09/29/06 $ 0 218,926 554,757
6,237 0.2 28.875 28.875 09/29/06 $ 0 113,221 286,901
Robert A. Bardagy 18,090 0.6 28.875 28.875 09/29/06 $ 0 328,389 832,136
</TABLE>
The amounts under the columns labeled "5%" and "10%" are included by the
Company pursuant to certain rules promulgated by the SEC and are not intended
to forecast future appreciation, if any, in the price of the Common Stock.
Such amounts are based on the assumption that the named persons hold the
options granted for their full term. The actual value of the options will vary
in accordance with the market price of the Common Stock. The column headed
"0%" is included to demonstrate that the options were granted at fair market
value and optionees will not recognize any gain without an increase in the
stock price, which increase benefits all stockholders commensurately.
Based upon the price of the Common Stock and the total shares outstanding as
of the date of grant, if the price of the Common Stock increased at the 5% or
10% rates shown in the table above, stockholders as a group would realize
aggregate gains (excluding dividends) in the amounts shown above during the
period from grant date to the option expiration date.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END VALUE
The following table sets forth information with respect to the named
executive officers in the Summary Compensation Table concerning the exercise
of options during the last fiscal year and unexercised options held as of the
end of the last fiscal year.
<TABLE>
<CAPTION>
TOTAL NUMBER OF
SHARES UNDERLYING TOTAL VALUE OF
UNEXERCISED OPTIONS UNEXERCISED,
NUMBER OF HELD AT IN-THE-MONEY OPTIONS
SHARES SEPTEMBER 30, 1996 HELD AT SEPTEMBER 30, 1996(1)
ACQUIRED VALUE ------------------------- -------------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - - ---- ----------- -------- ----------- ------------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Jack Slevin............. 0 $ 0 132,732 568,995 $ 2,005,689 $ 5,033,063
Alan J. Andreini........ 0 0 107,464 233,620 1,544,450 2,824,066
Nicholas K. Pontikes.... 0 0 22,095 108,247 284,920 1,273,237
William N. Pontikes..... 0 0 27,854 90,781 362,223 719,494
John J. Vosicky......... 59,063 555,488 65,126 91,288 940,479 1,188,052
Robert A. Bardagy....... 0 0 65,651 89,937 942,547 1,181,133
</TABLE>
- - - --------
(1) Based on the closing price of the Common Stock, $28.875, on September 30,
1996.
8
<PAGE>
LONG TERM INCENTIVE PLAN ("LTIP") AWARDS
The following table sets forth information with respect to the grants of
Performance Unit Awards under the Comdisco, Inc. 1992 Long-Term Stock
Ownership Incentive Plan to the named executive officers during the fiscal
year ended September 30, 1996. The target performance objective is that
Comdisco's Total Shareholder Return, the sum of the stock price appreciation
plus dividends (reinvested), be ranked at or above the sixtieth percentile of
the Total Shareholder Return of all companies in the S&P 500 for the period
running from October 2, 1995, through September 30, 1998. The minimum
performance objective is a fiftieth percentile ranking. If the actual ranking
is less than the fiftieth percentile, no compensation will be paid under these
awards.
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS
UNDER
NON-STOCK PRICE-BASED PLANS
-----------------------------
(A) (B) (C) (D) (E) (F)
- - - ------------------------ ------ ----------------------- --------- -------- ----------
NUMBER PERFORMANCE OR OTHER
OF PERIOD UNTIL MATURATION
NAME UNITS OR PAYMENT THRESHOLD TARGET MAXIMUM
- - - ---- ------ ----------------------- --------- -------- ----------
<S> <C> <C> <C> <C> <C>
Jack Slevin............. 366 September 30, 1998 $183,000 $366,000 $1,098,000
Alan J. Andreini........ 166 September 30, 1998 83,000 166,000 498,000
Robert A. Bardagy....... 250 September 30, 1998 125,000 250,000 750,000
Nicholas K. Pontikes.... 166 September 30, 1998 83,000 166,000 498,000
William N. Pontikes..... 166 September 30, 1998 83,000 166,000 498,000
John J. Vosicky......... 166 September 30, 1998 83,000 166,000 498,000
</TABLE>
COMPENSATION COMMITTEE REPORT
ROLE OF THE COMMITTEE
In 1993, the Board of Directors defined the scope of authority that would be
delegated to the non-employee Directors who serve as members of the
Compensation Committee. Overall direction was given to this Committee to
review and approve the Company's compensation policies, to ensure that
Executive Officers are rewarded appropriately for their contributions to
Comdisco's growth and profitability and to ensure that compensation policies
support Comdisco's business objectives, organization structure, culture and
stockholder interests. Specific direction was given to determine the
compensation of the Chief Executive Officer and to review and approve the
compensation of the Executive Officers of the Company.
CONTINUING COMPENSATION STRATEGY
During fiscal year 1996, the Compensation Committee has continued to
evaluate Comdisco's compensation plans in accordance with the Committee's
objectives of linking compensation to profit measures and increasing
stockholder value. The senior management team continues to be compensated in
the following manner, as originally suggested by outside compensation
consultants in 1994. The total compensation for the Chief Executive Officer
and certain Executive Officers is comprised of the following components: (i)
base salary, (ii) annual incentive (cash and stock options) based on Company
pre-tax earnings objectives and (iii) long term performance units based on
Total Shareholder Return objectives. Each of the foregoing components
constituted approximately one-third of the executive's total compensation.
Thus, approximately two-thirds of the executive's compensation is subject to
both Company performance and stockholder returns.
During 1996, the Compensation Committee hired an independent compensation
consulting firm to analyze and report to the Committee on possible strategies
for Chief Executive Officer compensation. This evaluation confirmed that the
existing strategy of placing a majority of the executive's compensation at
risk subject to the attainment of company and shareholder returns was a sound
practice.
CHIEF EXECUTIVE OFFICER COMPENSATION
1996 FISCAL YEAR. Jack Slevin's compensation package for fiscal 1996
reflects the Committee's strategy of placing a majority of the compensation at
risk subject to the attainment of pre-tax earnings goals and longer-term
9
<PAGE>
Total Shareholder Return goals. The Company had an employment agreement with
Mr. Slevin which provided for a base salary of $550,000 for fiscal 1996.
Annual cash incentive compensation for Mr. Slevin was equal to 1% of
Comdisco's 1996 fiscal year pre-tax earnings between $130 million and $175
million and 2% of pre-tax earnings in excess of $175 million. The amount of
annual cash incentive payments can be found in the Summary Compensation Table.
Mr. Slevin also earned an annual stock option award which was based upon the
attainment of pre-tax earnings objectives for fiscal 1996. Pursuant to this
award, Mr. Slevin received 20,984 option shares at $28.875 (the closing price
of Comdisco's Common Stock on September 30, 1996). For the long term
perspective, Mr. Slevin was granted 366 Performance Units under the Comdisco,
Inc. 1992 Long-Term Stock Ownership Incentive Plan. The performance period and
performance objectives are set forth in the Long-Term Incentive Plan ("LTIP")
Awards section above. To further align Mr. Slevin's interests with those of
the Company's stockholders, the Committee offered Mr. Slevin the right to
forego cash compensation in exchange for stock options. Under this "Cash-to-
Option Alternative" Mr. Slevin elected to forego $150,000 in cash
compensation. In return, Mr. Slevin received a stock option to acquire 45,363
shares at the closing price of Comdisco's Common Stock on the date such
election was made ($19.83).
1997 FISCAL YEAR. As noted above, the Compensation Committee hired a
compensation consulting firm to review the current compensation package of Mr.
Slevin and to recommend any possible new strategies. The consulting firm
utilized three sets of competitive data using 1995 proxy statements to
determine the compensation practices of selected companies based on their
similarity to Comdisco relative to revenues, net income and market
capitalization. Based on this engagement, the Compensation Committee approved
an amendment to Mr. Slevin's employment agreement that would bring him in line
with the median of these three comparison groups. Mr. Slevin's base salary was
increased to $600,000 for fiscal 1997. The Committee increased the pre-tax
earnings targets for 1997 such that Mr. Slevin's annual cash incentive
compensation will be equal to 1% of Comdisco's 1997 fiscal year pre-tax
earnings between $150 million and $200 million and 2% of pre-tax earnings in
excess of $200 million. On July 23, 1996, the Stock Option Committee granted
Mr. Slevin an option to acquire 275,000 shares of Comdisco Stock at $24.00,
which was the closing price on that date. Mr. Slevin also received a
restricted stock award of 60,000 shares of Comdisco stock which will vest upon
the earlier of five years or Mr. Slevin's retirement from full-time employment
with Comdisco. Mr. Slevin will also earn an annual stock option award of
19,616 options if the Company attains certain pre-tax earnings objectives for
fiscal 1997. The exercise price of these options, if earned, will be at the
closing price of Comdisco's stock on September 30, 1997. For the long term
perspective, Mr. Slevin was granted 366 Performance Units under the Comdisco,
Inc. 1992 Long-Term Stock Ownership Incentive Plan. The performance period and
performance objectives are set forth in the Long-Term Incentive Plan ("LTIP")
Awards section above. The Committee again offered Mr. Slevin the right to
forego cash compensation to be earned in 1997 in exchange for stock options.
Under this "Cash-to-Option Alternative", Mr. Slevin elected to forego $150,000
in cash compensation. In return, Mr. Slevin received a stock option to acquire
31,185 shares at the closing price of Comdisco's Common Stock on the date such
election was made ($28.875).
1996 EXECUTIVE OFFICER COMPENSATION
During fiscal year 1996, the Company entered into incentive compensation
agreements with certain of its Executive Officers. The agreements included the
following elements which are similar to the components discussed above for Mr.
Slevin: (i) base salary, (ii) annual incentive (cash and stock options) based
on Company pre-tax earnings objectives and (iii) long term performance units
based on Total Shareholder Return objectives. The Executive Officers also
participated in the "Cash-to-Option Alternative" under which they had the
right to forego cash compensation in exchange for stock options.
TAX CONSIDERATIONS
The Compensation Committee has continued to consider tax legislation that
precludes a publicly held corporation from taking a deduction for compensation
in excess of $1 million paid to its chief executive officer and its four other
highest paid executive officers. Certain qualified performance based
compensation is exempt from this deduction limit. In order to attempt to meet
the deductibility requirements, the Company received
10
<PAGE>
stockholder approval of the 1995 Long-Term Stock Ownership Incentive Plan and
approval of certain performance goals to be established for the award of
Performance Units thereunder. It is expected that most, if not all,
compensation paid to the Executive Officers will qualify as a tax deductible
expense.
Notwithstanding the foregoing, the Compensation Committee believes that
these tax law requirements may not always be consistent with sound executive
compensation principles. To achieve full tax deductibility, the tax law
requirements do not allow the flexibility or discretion to respond to changing
market conditions, to utilize subjective performance factors or to reward
extraordinary performance of an unforseen type. Therefore, the Compensation
Committee reserves the right to approve nondeductible compensation based upon
the circumstances at the time.
This report has been provided by C. Keith Hartley and Rick Kash, the members
of the Compensation Committee.
PERFORMANCE GRAPH
The following performance graph compares the performance of Comdisco's
Common Stock for the last five fiscal years (October 1, 1991--September 30,
1996) to that of the Standard & Poor's 500 Stock Index and the Standard &
Poor's Midcap 400 Index. The S&P Midcap 400 Index, in which Comdisco is
included, represents a comparison to companies with similar market
capitalization. Comdisco's most similar peers are divisions or subsidiaries of
large publicly-held companies. At this time, therefore, the Company feels that
the most appropriate comparison is to publicly-held companies with similar
market capitalizations.
[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG COMDISCO, S&P 500 INDEX AND PEER GROUP
<TABLE>
<CAPTION>
Measurement Period S&P
(Fiscal Year Covered) Comdisco 500 INDEX S&P Midcap 400
- - - -------------------- -------- --------- --------------
<S> <C> <C> <C>
Measurement Pt-
9/30/91 $100 $100 $100
FYE 9/30/92 $ 88 $111 $112
FYE 9/30/93 $ 95 $125 $139
FYE 9/30/94 $118 $130 $142
FYE 9/30/95 $171 $169 $178
FYE 9/30/96 $252 $203 $203
</TABLE>
(1) Assumes $100 invested on September 30, 1991 in Comdisco Common Stock, S&P
500 Index and S&P Midcap 400 Index. Each of the three measures of
cumulative total return assumes reinvestment of dividends.
(2)The S&P Midcap Index consists of the issuers with market capitalizations of
$200 million to $5 billion.
In accordance with rules promulgated by the Securities and Exchange
Commission, the information included under captions "Compensation Committee
Report" and "Performance Graph" will not be deemed to be filed or to be proxy
soliciting material or incorporated by reference in any prior or future
filings by the Company under the Securities Act of 1933 or the Securities
Exchange Act of 1934.
11
<PAGE>
PROPOSAL 1--ELECTION OF DIRECTORS
Four Directors are to be elected at the Annual Meeting for three year terms
expiring at the 2000 Annual Meeting: C. Keith Hartley, Rick Kash, William N.
Pontikes and Jack Slevin, all of whom are presently Directors of the Company
and have been nominated by the Board of Directors for election at this Annual
Meeting. The accompanying proxy will be voted for the Board of Directors'
nominees, except where the authority to so vote is withheld.
The nominees for Director will be elected if they receive the affirmative
vote of a plurality of all votes entitled to be cast at the Annual Meeting.
The Board of Directors has no reason to believe that any nominee will be
unable to serve if elected. If any nominee becomes unavailable for election,
those shares voted for such nominee will be voted for the election of a
substitute nominee selected by the persons named in the enclosed proxy.
The Board of Directors favors a vote "FOR" each of the nominees.
PROPOSAL 2--APPOINTMENT OF AUDITORS
The Board of Directors has approved the appointment of KPMG Peat Marwick
LLP, independent certified public accountants, as auditors, to audit the
financial statements of Comdisco for the current fiscal year and to perform
other accounting services, as appropriate. KPMG Peat Marwick LLP has audited
the financial statements of Comdisco since 1971. The ratification of the
appointment of KPMG Peat Marwick LLP is being submitted to the stockholders at
the Annual Meeting. The Board of Directors favors a vote "FOR" the appointment
of KPMG Peat Marwick LLP. If such appointment is not ratified, the Board of
Directors will consider the appointment of other auditors.
Comdisco has been advised by KPMG Peat Marwick LLP that representatives of
the firm will be present at the Annual Meeting. Such representatives will have
the opportunity to respond to appropriate questions and make a statement if
they desire to do so.
1997 STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the next Annual Meeting of
Stockholders must be received by Comdisco, in writing, no later than August
22, 1997, in order to be considered for inclusion in the Proxy Statement and
Proxy form for the Comdisco 1998 Annual Meeting of Stockholders.
In order for a stockholder to nominate a candidate for Director, under the
Company's by-laws timely notice of a nomination must be received by the
Company in advance of an Annual Meeting. Ordinarily, such notice must be
received not less than 120 nor more than 150 days before the date
corresponding to the date of mailing the Company's Proxy Statement in
connection with the previous year's Annual Meeting. The stockholder filing the
notice of nomination must describe various matters regarding the nominee,
including such information as name, age, business and residence address,
principal occupation and class and number of shares beneficially owned by such
person, a representation that the stockholder intends to appear at the meeting
in person or by proxy to make the nomination specified in the notice, a
description of all arrangements or understandings among the stockholder and
each nominee, and any other person or persons pursuant to which the nomination
is to be made by the stockholder, and any other information required to be
disclosed in that connection pursuant to Regulation 14A under the Securities
Exchange Act of 1934. In addition, the following information with respect to
the stockholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination is made, must be given; the name and address, as they
appear on the Company's books, of such stockholder and such beneficial owner,
and any other stockholder known by such stockholder to be supporting such
nominee on the date of such stockholder notice and the class and number of
shares of the Company which are beneficially
12
<PAGE>
owned and of record by such stockholder in such beneficial owner and any other
stockholder known by such stockholder to be supporting such nominee on the
date of such stockholder notice.
In order for a stockholder to bring other business before an Annual Meeting,
timely notice must be received by the Company within the time limits described
above. Such notice must include a description of proposed business, including
the complete text of any such resolution to be presented at the Annual
Meeting, and the reason for conducting such business at the Annual Meeting,
and other specific matters set forth in Section 9, Article 1 of the Company's
by-laws, including the name and address as they appear on the Company's books,
of the stockholder proposing such business and of the beneficial owner, if
any, on whose behalf the proposal is made, and of any other stockholder known
by such stockholder to be supporting such proposal on the date of the
stockholder's notice, any material interest of the stockholder's such business
and of such beneficial owner, and such other stockholders, and a
representation that the stockholder attends to appear at the meeting in person
or by proxy to submit the business specified in such notice.
These requirements are separate from and in addition to the requirements a
stockholder must meet to have a proposal considered for inclusion in the
Company's 1997 Proxy Statement.
In each case, the notice must be given to the Secretary of the Company,
whose address is 6111 N. River Road, Rosemont, IL 60018. Any stockholder
desiring a copy of the Company's by-laws will be furnished one without charge
upon written request to the Secretary.
The foregoing Notice, Proxy Statement and Proxy are sent by order of the
Board of Directors.
Philip A. Hewes
Secretary
December 20, 1996
13
<PAGE>
Printed on
recycled paper
LOGO
<PAGE>
- - - -------------------------------------------------------------------------------
7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7
7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7
s FOLD AND DETACH HERE s
PROXY
LOGO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS IN CONNECTION WITH THE
ANNUAL MEETING OF STOCKHOLDERS
3:00 P.M. (C.S.T.)
JANUARY 21, 1997
PLACE: Comdisco, Inc., at its offices
1st Floor, 6111 N. River Road
Rosemont, Illinois 60018
PROXY: JACK SLEVIN and PHILIP A. HEWES and each of them, are hereby appointed
by the undersigned as attorneys and proxies with full power of substitution,
to vote all the shares of Common Stock held of record by the undersigned on
December 9, 1996 at the Annual Meeting of Stockholders of Comdisco, Inc. or at
any adjournment(s) of the meeting, on each of the items on the reverse side
and in accordance with the directions given therein.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY
<PAGE>
- - - -------------------------------------------------------------------------------
7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7
7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7
s FOLD AND DETACH HERE s
Please mark
your votes as
indicated in
this example
X
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTIONS ARE GIVEN WITH RESPECT TO ANY OF
SUCH ITEMS, THEN THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR ITEMS
1, 2 AND 3.
FOR
WITHHELD
FOR ALL
FOR
AGAINST
ABSTAIN
1. ELECTION OF FOUR CLASS II DIRECTORS. NOMINEES: C. Keith Hartley, Rick Kash,
William N. Pontikes and Jack Slevin
2. Ratify the appointment of KPMG Peat Marwick LLP, as independent auditors.
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting and any adjournment(s)
thereof.
WITHHELD FOR: (Write that nominee's name in the space provided below).
- - - -------------------------------------------------------------------------------
- - - --
Signature(s) __________________________ Date _______________________________
NOTE: Please sign exactly as name appears hereon. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
