SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant /X/
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 Section 240.14a-11(c) or
Section 240.14a-12
OAK INDUSTRIES INC.
(Name of Registrant as Specified In Its Charter)
OAK INDUSTRIES INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
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4) Proposed maximum aggregate value of transaction:
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(1) Set forth the amount on which the filing fees is calculated and state how
it was determined.
/ / 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.
<PAGE>
1) Amount Previously Paid:
-------------------------------
2) Form, Schedule or Registration Statement No.:
-------------------------------
3) Filing party:
-------------------------------
4) Date Filed:
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<PAGE>
PROXY
OAK INDUSTRIES INC.
This proxy is solicited on behalf of the Board of Directors
March 31, 1994
The undersigned hereby appoints Paul J. Halas, William C. Weaver, and John D.
Richardson, or any of them, proxies, with full power of substitution, to vote
all shares of the Common Stock of Oak Industries Inc. (the "Company") held of
record by the undersigned as of March 16, 1994, at the Annual Meeting of
Stockholders to be held on Tuesday, May 3, 1994, at 9:00 a.m., Eastern
Daylight Time, at State Street Bank & Trust Company, 225 Franklin Street,
Boston, Massachusetts, or any adjournment thereof.
IMPORTANT: To secure a quorum and to avoid the expense and delay of sending
follow-up letters, please mail this proxy promptly in the envelope provided.
Your vote is important whether your holdings are large or small. Execution of
a proxy will not in any way affect a stockholder's right to attend the Annual
Meeting and vote in person. Any stockholder giving a proxy has the right to
revoke it by written notice to the Secretary of the Company at any time before
it is exercised or by delivering a later exercised proxy to the Secretary of
the Company at any time before the original proxy is exercised.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF EACH NOMINEE AND FOR PROPOSAL 2.
1. ELECTION OF DIRECTORS:
ELECTION OF EIGHT DIRECTORS FOR TERMS OF ONE YEAR:
NOMINEES: WILLIAM S. ANTLE III DANIEL W. DERBES RODERICK M. HILLS
GEORGE W. LEISZ GILBERT E. MATTHEWS CHRISTOPHER H. B. MILLS
ELLIOT L. RICHARDSON THE RT. HON. LORD STEVENS OF LUDGATE
/ / FOR ALL NOMINEES / / WITHHOLD AUTHORITY FOR
ALL NOMINEES
/ /-------------------------------------------------
WITHHOLD AUTHORITY FOR NOMINEE(S) INDICATED ABOVE
2. RATIFICATION OF THE SELECTION OF PRICE WATERHOUSE AS THE COMPANY'S
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR 1994.
FOR / / AGAINST / / ABSTAIN / /
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /
SIGNATURES SHOULD AGREE WITH THE NAME OR NAMES ON THE STOCK CERTIFICATE AS
THEY APPEAR ABOVE. EXECUTORS, ADMINISTRATORS, TRUSTEES, ATTORNEYS OR
GUARDIANS SHOULD GIVE FULL TITLE.
SIGNATURE: ----------------------------------------DATE------------------
SIGNATURE: ----------------------------------------DATE------------------
<PAGE>
OAK INDUSTRIES INC.
To the Stockholders of Oak Industries Inc.:
You are cordially invited to attend the Annual Meeting of Stockholders of
Oak Industries Inc. to be held at State Street Bank & Trust Company, 225
Franklin Street, Boston, Massachusetts, 02110 on Tuesday, May 3, 1994 at 9:00
a.m., Eastern Daylight Time. Official notice of the meeting and Oak's proxy
statement are attached. A proxy card is also enclosed.
Whether or not you attend the meeting, please sign and return the
enclosed proxy card promptly; your vote is important.
On behalf of the Board of Directors and the management of your company,
thank you for your cooperation and continued support.
Sincerely,
/S/ WILLIAM S. ANTLE III
WILLIAM S. ANTLE III
President and
Chief Executive Officer
Waltham, MA
March 31, 1994
<PAGE>
OAK INDUSTRIES INC.
1000 Winter Street
Waltham, MA 02154
Telephone (617) 890-0400
Notice of Annual Meeting of Stockholders to be Held on May 3, 1994
To The Stockholders of Oak Industries Inc.:
The Annual Meeting of Stockholders of Oak Industries Inc., a Delaware
corporation (the "Company"), will be held at State Street Bank & Trust
Company, 225 Franklin Street, Boston, Massachusetts, 02110 on Tuesday, May 3,
1994 at 9:00 a.m., Eastern Daylight Time, for the following purposes:
1. To fix the number of directors at eight and to elect a Board of
Directors for the ensuing year;
2. To ratify the appointment of Price Waterhouse as the independent
accountants of the Company for fiscal year 1994; and
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Stockholders of record at the close of business on March 16, 1994 will be
entitled to vote at the meeting and at any adjournment thereof.
All stockholders are cordially invited to attend the meeting. However,
the Company urges you to assure your representation at the meeting by signing
and returning the enclosed proxy in the postage prepaid envelope provided as
promptly as possible. The giving of your proxy does not affect your right to
vote in person if you attend the meeting.
By order of the Board of Directors,
/S/ PAUL J. HALAS
PAUL J. HALAS
Sr. Vice President,
General Counsel and Secretary
March 31, 1994
<PAGE>
OAK INDUSTRIES INC.
1000 Winter Street
Waltham, MA 02154
Telephone (617) 890-0400
PROXY STATEMENT
March 31, 1994
SOLICITATION OF PROXY, REVOCABILITY AND VOTING
THE ENCLOSED PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
OAK INDUSTRIES INC. (THE "COMPANY"), FOR USE AT THE ANNUAL MEETING OF
STOCKHOLDERS (THE "ANNUAL MEETING") TO BE HELD AT STATE STREET BANK & TRUST
COMPANY, 225 FRANKLIN STREET, BOSTON, MASSACHUSETTS, 02110 ON TUESDAY, MAY 3,
1994 AT 9:00 A.M., EASTERN DAYLIGHT TIME, OR ANY ADJOURNMENTS THEREOF. A
stockholder giving a proxy has the power to revoke it at any time before it is
exercised by filing with the Secretary of the Company either an instrument
revoking the proxy or a duly executed proxy bearing a later date. A proxy
will be revoked automatically if the stockholder who executed it is present at
the meeting and votes in person. Unless contrary instructions are indicated
on the proxy, all shares represented by valid proxies received pursuant to
this solicitation (and not revoked before they are voted) will be voted for
(i) the election of the nominees for director named below and (ii) the
ratification of the appointment of Price Waterhouse as independent auditors
for the Company's fiscal year 1994. This proxy statement and the accompanying
proxy are being mailed to stockholders on or about March 31, 1994.
Holders of record of the Company's common stock, $0.01 par value per
share (the "Common Stock"), outstanding at the close of business on March 16,
1994 are entitled to one vote for each share of Common Stock held. At that
time, 17,222,175 shares of Common Stock were outstanding, each entitling its
holder to one non-cumulative vote on each matter properly brought before the
Annual Meeting. Votes cast by proxy or in person at the Annual Meeting will
be tabulated by the election inspector appointed for the meeting and will
determine whether or not a quorum is present. The election inspector treats
abstentions as shares that are present and entitled to vote for purposes of
determining the presence of a quorum but as unvoted for purposes of
determining the approval of any matter submitted to the stockholders for a
vote. If a broker indicates on the proxy that it does not have discretionary
authority as to certain shares to vote on a particular matter, those shares
will not be considered as present and entitled to vote with respect to that
matter. Where a choice has been specified on the proxy with respect to the
matters set forth above, the shares represented by the proxy will be voted in
accordance with the specification and will be voted FOR if no specification is
indicated.
<PAGE>
STOCK OWNERSHIP
The following table sets forth as of March 16, 1994, the name of each
person who, to the knowledge of the Company, may be deemed to own beneficially
more than 5% of the shares of Common Stock of the Company outstanding at such
date, the number of shares owned by each of such persons and the percentage of
the outstanding shares represented thereby.
<TABLE>
<CAPTION>
Amount and
Nature of
Name and Address of Beneficial Percent
Beneficial Owner Ownership of Class
- ------------------- ---------- --------
<S> <C> <C>
Foreign & Colonial Ventures Limited 1,019,173 (1) 5.92%
Exchange House
Primrose Street
London EC2A 2NY, England
FMR Corp. 1,181,500 (2) 6.87
82 Devonshire Street
Boston, Massachusetts 02109
<FN>
(1) Based on Amendment No. 5 to 13D filed on or about December 23, 1993
indicating that: Foreign & Colonial Ventures Limited ("F&C") and INVESCO
PLC act as investment managers to Second Consolidated Trust, PLC ("SCT"),
an investment trust which owns 1,019,173 shares of Common Stock. Because
F&C generally is vested with control over the voting and dispositive
power over SCT's shares, F&C may thus be deemed a beneficial owner of
SCT's 1,019,173 directly held shares.
(2) Based on a Schedule 13G filed on or about February 11, 1994 indicating
that: FMR Corp., its wholly owned subsidiary, Fidelity Management &
Research Company ("Fidelity"), and Edward C. Johnson 3d may be deemed to
own these shares beneficially (having only sole dispositive power) as a
result of Fidelity acting as investment adviser to several investment
companies, one of which (Fidelity Magellan Fund) may be deemed to own
beneficially 1,146,500 shares or 6.66% of the Company's total Common
Stock outstanding as of January 31, 1994.
</TABLE>
<PAGE>
ELECTION OF DIRECTORS
A board of eight directors is to be elected at the Annual Meeting. The
term of office for each person elected as a director will continue until the
1995 Annual Meeting of Stockholders or until his successor has been elected
and qualified. All nominees have consented to be named and have indicated
their intent to serve if elected. If, for any reason, any nominee for
director shall become unavailable for election, which management does not
anticipate, discretionary authority may be exercised to vote for a substitute
nominee. The nominees who receive the highest number of votes cast at the
Annual Meeting by the holders of shares entitled to vote will be elected as
directors. Accordingly, abstentions and broker non-votes will not affect the
outcome of the election of directors. Unless otherwise instructed, proxy
holders will vote the proxies received by them for the eight nominees named
below. Each of the nominees is currently serving as a director.
Names of the eight nominees and certain information about them are set
forth below:
<TABLE>
<CAPTION>
Shares of Common Stock
NOMINEES Beneficially Owned
as of March 16, 1994(1)
------------------------
Name, Principal Occupation Director Number of Percent of
and Directorships Age Since Shares Class
-------------------------- --- -------- --------- ----------
<S> <C> <C> <C> <C>
The Rt. Hon. Lord Stevens of Ludgate 57 1989 14,720(2) *
Chairman of the Company's Board of
Directors since June 1989; also,
Chairman, United Newspapers plc
(newspaper publisher) since 1981;
Director since February 1972 and
Chairman since July 1976, Proudfoot
PLC (management consultancy);
Director and Chairman since January
1988, Mid-States PLC (automotive
parts distributor); Director, 1986-
1993 and Chairman 1989-1993, INVESCO
PLC (investment advisory company).
Roderick M. Hills 63 1985 43,410(2)(3) *
Vice Chairman of the Company's Board
of Directors since June 1989;
Counselor to Hills & Company
(advisory and consulting firm);
Chairman of the International
Practice Group of the law firm of
Shea & Gould (Washington, D.C.),
1992 to 1994; Chairman and Managing
Director of the Manchester Group,
Ltd. (investment consulting firm),
1987 to 1993; Managing Partner of
the law firm of Donovan Leisure,
Rogovin, Huge & Schiller
(Washington, D.C.), 1989 to 1992;
Distinguished Faculty Fellow
Lecturer, Yale University School of
Organization and Management, 1986 to
1989; also Director of Federal-Mogul
Corporation, TCW Americas
Development, Inc., Sunbeam-Oster
Company, Inc., and Mayflower Group,
Inc.
William S. Antle III 49 1990 392,204(2)(4) 2.24%
President and Chief Executive
Officer of the Company since
December 1989; President of Hadleigh
Group (consulting firm) from June
to December 1989; Executive Vice
President of Bain and Company
(consulting firm), 1988 to 1989;
Vice President of Bain and Company,
1982 to 1988; also, Director of ESCO
Electronics Corporation.
Daniel W. Derbes 64 1989 30,720(2)(5) *
President of Signal Ventures
(venture capital company investing
in emerging Southern California
businesses) since 1989; President of
Allied-Signal International Inc. and
Executive Vice President of Allied-
Signal Inc. (diversified holding
company) from September 1985 to
January 1989 (retired); also,
Director of San Diego Gas & Electric
Co., Pacific Diversified Capital,
WD-40 Company, and Wahlco
Environmental Systems, Inc.; Trustee
of the University of San Diego.
George W. Leisz 70 1989 22,080(2) *
Managing Partner, Carlisle
Enterprises LP (a mergers and
acquisitions firm) since 1989; Chief
Executive Officer and President of
Aerojet General Corp. (manufacturer
of aerospace and defense and
industrial equipment) from 1987 and
1984, respectively, until January
1989 (retired); Chairman, San Diego
Economic Development Corp., 1988 to
1989; also, Director of Precision
Aerotech, Inc. (manufacturer of
precision machined parts and
electro-optical equipment) since
1986.
Gilbert E. Matthews 63 1989 16,720(2) *
Senior Managing Director of Bear,
Stearns & Co. Inc. (investment
banking firm) since 1986.
Christopher H. B. Mills 41 1989 375,040(2)(6) 2.17%
Managing Director, North Atlantic
Smaller Companies Trust PLC
(investment trust company; formerly
Consolidated Venture Trust plc)
since 1985; also, Director of J O
Hambro and D.S. Bancorp.
Elliot L. Richardson 73 1989 14,720(2) *
Retired partner at the law firm of
Milbank, Tweed, Hadley & McCloy
(Washington, D.C.), partner from
1980 to 1993; Director of Crop
Genetics International, Riedel
Environmental Technologies, Inc.,
and British Nuclear Fuels plc.
All current officers and directors as 1,231,617(7) 6.87%
a group (13 persons)
* Constitutes less than 1% of the total shares outstanding.
<FN>
(1) Nature of beneficial ownership is direct and arises from sole voting and
investment power, unless otherwise indicated by footnote.
(2) Includes the following shares subject to options exercisable within sixty
days: Lord Stevens, 14,720 shares; Mr. Hills, 14,720 shares; Mr. Derbes,
14,720 shares; Mr. Leisz, 14,720 shares; Mr. Matthews, 14,720 shares; Mr.
Mills, 14,720 shares; Mr. Richardson, 14,720 shares; and Mr. Antle,
303,604 shares.
(3) Includes 466 shares held by his spouse as to which Mr. Hills disclaims
beneficial ownership and 4,100 shares held indirectly in trust.
(4) Includes 5,400 shares held by family members as to which Mr. Antle
disclaims beneficial ownership.
(5) Includes 10,000 shares held indirectly in trust.
(6) As a Director of North American Smaller Companies Trust PLC and J O
Hambro, Mr. Mills may be deemed to hold shared voting and investment
power of 360,320 shares, including a warrant to acquire 60,000 shares.
(7) In addition to the footnotes discussed above, includes 216,803 shares
subject to options exercisable within 60 days by officers, 99,800 shares
beneficially owned by such officers and 5,400 shares owned by a family
member of one such officer as to which he disclaims beneficial ownership.
</TABLE>
<PAGE>
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board of Directors of the Company has standing Audit, Compensation
and Nominating Committees.
The Audit Committee held two meetings during 1993. The functions
performed by the Committee include the recommendation to the Board of
Directors of the selection of independent certified public accountants,
reviewing the quarterly results of the Company's operations, reviewing the
plan of audit and the audit results, and consulting with the auditors on the
adequacy of internal controls. Directors Richardson (Chairman), Leisz,
Matthews and Mills are members of the Audit Committee.
The Compensation Committee held six meetings during 1993. The functions
performed by the Compensation Committee include the setting and approval of
salaries of all officers and key employees whose annual base salary is
$125,000 or more, as well as bonus awards of officers and key employees of the
Company and its divisions and subsidiaries, and the administration of stock
option grants under the Company's existing stock option plans. Directors
Leisz (Chairman), Derbes and Mills are members of the Compensation Committee.
The Nominating Committee held one meeting during 1993. It is the
function of the Nominating Committee to consider and nominate persons to serve
as directors of the Company. Directors Antle, Hills and Stevens are members
of the Nominating Committee. The Nominating Committee will consider nominees
recommended by stockholders pursuant to the procedures set forth in the
Company's By-laws which require that notice of a stockholder nomination be
given to the Company not less than 60 days before the Annual Meeting over the
signature of at least five stockholders holding an aggregate of at least 5% of
the total outstanding stock of the Company.
The Board of Directors of the Company held seven meetings during 1993.
Except for director Christopher H. B. Mills, who attended 65% of all meetings
of the Board and the committees on which he served, all of the Company's
directors attended 75% or more of the meetings of the Board and of the
committees on which they served.
COMPENSATION OF DIRECTORS
Fees. The Company has a standard arrangement whereby a director who is not a
regular employee of the Company or any of its subsidiaries (the "Outside
Director") is compensated at the rate of $24,000 annually. The Chairman of
the Board receives additional compensation of $5,000 annually, and the
Chairman of the Audit Committee and the Chairman of the Compensation Committee
each receives additional compensation of $2,000 annually. Employee members of
the Board are not paid for their services as directors. Outside Directors are
eligible to participate in the Deferred Compensation Plan, the 1988 Non-
Employee Director Stock Option Plan, and the 1992 Stock Option and Restricted
Stock Plan, each as described below.
Deferred Compensation Plan. The Company has a deferred compensation plan for
Outside Directors. Any Outside Director wishing to participate in this plan
must give written notice to the Company. A participant may defer all or any
part of his compensation earned as an Outside Director. The deferred
compensation is then converted into stock units quarterly by dividing the
amount of the deferred compensation by the closing price per share of the
Common Stock on the last day of such calendar quarter. The number of stock
units are then credited to a separate stock unit account established for the
participant. When a participant ceases to be a director of the Company or
upon the date he retires from his principal employment, whichever date occurs
first, the Company will distribute to the participant, in five equal annual
installments (or at his election in ten installments) within sixty (60) days
after the end of each fiscal year, the number of shares represented by his
accrued stock units or, at the election of the Company, cash equal to the then
prevailing market value of such shares. Such distributions are subject to
forfeiture in certain events. During the year ending December 31, 1993, no
fees were deferred for Outside Directors.
Director Stock Option Plans. The purpose of the Company's director stock
option plans is to provide a means whereby non-employee directors may acquire
an equity interest in the Company and to secure for the Company and its
stockholders the benefits inherent in such equity ownership by persons whose
advice and counsel are important to the continued growth and success of the
Company.
1992 Stock Option and Restricted Stock Plan. On December 5, 1991, the Board
of Directors of the Company adopted, subject to shareholder approval, the 1992
Stock Option and Restricted Stock Plan (the "1992 Plan"). The 1992 Plan was
approved by the stockholders of the Company on June 3, 1992. Pursuant to the
1992 Plan, 1,000,000 shares of Common Stock have been reserved for issuance
upon the exercise of options or in connection with awards or authorizations to
make direct purchases of stock. The 1992 Plan contemplates grants to both
employees and directors. All grants to non-employee directors are made
automatically pursuant to the terms of the Plan. Each current non-employee
director was granted a one time option to purchase 16,000 shares of common
stock. Each new non-employee director would be granted an option to purchase
4,000 shares on the first business day following appointment or election and
4,000 shares on the first business day of each subsequent quarter of the
Company's fiscal year, up to a maximum of 16,000 shares. The exercise price
of each option granted under the 1992 Plan is equal to the fair market value
of the common stock on the date of the grant. The options granted under the
1992 plan are exercisable in three installments, 34% on the first anniversary
of the grant, 33% on the second anniversary and 33% on the third anniversary.
Other than in the event of a director's death or the Company's merger,
consolidation, acquisition, liquidation or dissolution, in which case shorter
exercise periods apply, the option may be exercised for a period of ten years
and one day from its grant date. Options are not transferable except by will
or the applicable laws of descent and distribution.
1988 Non-Employee Director Stock Option Plan. The 1988 Stock Option Plan
for Non-Employee Directors (the "1988 Directors' Plan") is designed to work
automatically, without administration. Each non-employee director is granted
an option to purchase 1,000 shares of Common Stock on the first business day
of the month following the date on which such person first becomes a director,
whether through election by the stockholders of the Company or appointment by
the Board of Directors to fill a vacancy, and an additional 1,000 shares on
the first business day of the second, third and fourth month following the
date on which such person first becomes director.
The exercise price of each option granted under the 1988 Directors' Plan
is equal to the fair market value of the Common Stock on the date of grant.
An option granted under the 1988 Directors' Plan is immediately exercisable as
to 25 percent of the number of shares subject to the options in the first year
following the date of grant. Thereafter, the options become exercisable
cumulatively as to an additional 25 percent in each succeeding year. The
exercise price of an option is payable in cash at the time of exercise of such
option.
<PAGE>
If the optionee ceases to serve as a director of the Company for any
reason other than death or permanent disability, the right to exercise the
option expires thirty days after the optionee ceases to serve as a director of
the Company. However, in the event of death, any outstanding option may be
exercised (subject to the expiration date of the option) during the one year
period after the date of death, but only to the extent it was exercisable on
the date of such death. In the event of permanent disability, any outstanding
option may be exercised (subject to the expiration date of the option) during
a period of one year after such disability but only to the extent it was
exercisable on the date of such disability. Options granted under the 1988
Directors' Plan are non-transferable except in the case of death (where the
option may be exercised by the optionee's estate or any person who acquired
the right to exercise the option by bequest or inheritance or by reason of the
death of the optionee). In any event, an option will expire no later than ten
years and one day following grant.
As of the date of this proxy statement, all current eligible directors
had received the full grant of 4,000 shares. Of the total 100,000 shares
originally reserved for issuance pursuant to the 1988 Directors' Plan, 68,000
shares remain available for grant of issuance.
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
Summary Compensation Table. The following table sets forth the cash and non-
cash compensation for each of the last three fiscal years awarded to or earned
by the Chief Executive Officer and the other named executive officers of the
Company.
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
------------------- ------------
Name Other Annual(2) Securities Underlying All Other
and Principal Salary Bonus(1) Compensation Options/ Compensation(4)
Position Year ($) ($) ($) SARs(#)(3) ($)
- ---------------------------------------------------------------------------- --------------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
William S. Antle III, 1993 $365,000 $380,000 - 35,000 $26,426(5)
President and 1992 350,000 250,000 - 20,000 8,074(6)
Chief Executive Officer 1991 300,000 170,000 - 148,600 -
William C. Weaver, 1993 185,000 145,000 - 12,000 17,368
Senior Vice President 1992 180,000 85,000 - 10,000 3,898
and Chief Financial 1991 160,000 56,000 - 58,600 -
Officer
John D. Richardson, 1993 178,000 150,000 - 12,000 16,890
Senior Vice President, 1992 170,000 85,000 - 10,000 3,898
Human Resources 1991 150,000 56,000 - 58,600 -
Paul J. Halas, 1993 178,000 150,000 - 12,000 16,890
Senior Vice President, 1992 170,000 110,000 - 10,000 3,898
General Counsel & 1991 150,000 56,000 - 63,600 -
Secretary
- ---------------------------------------------------------------------------- --------------------- ---------------
<FN>
(1) The bonus amounts are payable pursuant to the Oak Bonus Program described
under the caption "Compensation Committee Report on Executive
Compensation".
(2) While the Company's executive officers enjoy certain perquisites, such
perquisites do not exceed the lesser of $50,000 or 10% of such officer's
salary and bonus. Information for years prior to fiscal 1992 is not
required to be disclosed.
(3) The Company has not issued any stock appreciation rights or restricted
stock awards; accordingly, these amounts reflect stock options granted in
the fiscal year indicated.
(4) The compensation reported represents Company contributions under the
Company's Retirement Savings Plan which is qualified under Sections
401(a) and 401(k) of the Internal Revenue Code and the Company's non-
qualified Supplemental Retirement Income Plan. Information for years
prior to fiscal 1992 is not required to be disclosed.
(5) Includes $4,685 in term life insurance premiums paid by the Company for
the benefit of Mr. Antle.
(6) Includes $4,176 in term life insurance premiums paid by the Company for
the benefit of Mr. Antle.
</TABLE>
<PAGE>
Stock Option/Stock Appreciation Right Grants. The following table
summarizes option grants during fiscal 1993 to the executive officers named in
the preceding Summary Compensation Table and the potential realizable value of
such options determined by formulas prescribed by the Securities and Exchange
Commission. The assumed rates of stock price appreciation are hypothetical;
the actual value of the options, if any, will depend on the future performance
of the Company's stock. No SARs were granted or exercised during fiscal 1993.
Option/SAR Grants in Fiscal 1993
<TABLE>
<CAPTION>
Individual Grants
-----------------
Potential
Realizable Value At
Number of % of Total Assumed Annual
Securities Underlying Options/SARs Rate of Stock Price
Options/SARs Granted to Exercise or Appreciation For
Granted Employees in Base Price Expiration Option Term
Name (#) Fiscal Year ($/Sh) Date 5%($) 10%($)
- ---------------------------------------------------------------------------------------------- ----------------------
<S> <C> <C> <C> <C> <C> <C>
William S. Antle III, 35,000(1) 17.44% $16.50 12/2/2003 $363,190 $920,390
President and
Chief Executive Officer
William C. Weaver, 12,000(2) 5.98 16.50 12/2/2003 124,520 315,560
Senior Vice President and
Chief Financial Officer
John D. Richardson, 12,000(2) 5.98 16.50 12/2/2003 124,520 315,560
Senior Vice President,
Human Resources
Paul J. Halas, 12,000(2) 5.98 16.50 12/2/2003 124,520 315,520
Senior Vice President,
General Counsel & Secretary
<FN>
(1) These options were granted on December 1, 1993 pursuant to the Company's
1992 Stock Option and Restricted Stock Plan and will become exercisable
as follows: 11,899 shares on December 1, 1994; 11,550 shares on December
1, 1995; and 11,551 shares on December 1, 1996.
(2) These options were granted on December 1, 1993 pursuant to the Company's
1992 Stock Option and Restricted Stock Plan and will become exercisable
as follows: 4,080 shares on December 1, 1994; 3,960 shares on December
1, 1995; and 3,960 shares on December 1, 1996.
</TABLE>
<PAGE>
The following table summarizes information with respect to options held
by each of the named executive offices at the end of fiscal 1993. The values
shown may never be realized and depend on the future performance of the
Company's stock. Options were exercised by certain of such officers during
1993 as indicated below.
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises During Fiscal Year 1993
and Fiscal Year-End Option/SAR Values
Number of Securities
Underlying Unexercised Value of Unexercised In-the-
Options/SARs at FY-End Money Options/SARs at FY-End
Shares Acquired Value Realized (#) ($16.625/share)($)(1)
Name on Exercise (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
William S. Antle III, 6,000 $62,125 290,017 107,583 $3,301,653 $839,572
President and
Chief Executive Officer
William C. Weaver - - 58,646 46,954 689,721 392,754
Senior Vice President and
Chief Financial Officer
John D. Richardson, 4,000 51,760 53,619 47,981 651,725 419,615
Senior Vice President,
Human Resources
Paul J. Halas, - - 57,914 47,686 705,684 415,904
Senior Vice President,
General Counsel & Secretary
<FN>
(1) Value based on market value of the Company's Common Stock at the end of
fiscal 1993 minus the exercise price.
Pension Plans. The Company maintains defined benefit pension plans (the
"Pension Plans") for its employees and the employees of some of its
subsidiaries. The Company's annual contribution to the Pension Plans is made
to various funds (which were managed by the Frank Russell Trust Co. until
December 31, 1993, after which substantially all plan assets were transferred
to SEI Capital Resources Inc. for management), and is determined for the total
of all participants covered by such plans. Benefits payable under most of the
Pension Plans are based upon average career salary and years of credited
service. Vesting of participant benefits occurs upon the completion of five
years with the Company.
The amounts shown in the following table are illustrative of the maximum
amounts payable under the Pension Plans for employees in the specified salary
and years of service classifications, and are based upon the assumption that
the Company's retirement benefits will be continued and that the employee will
continue employment with the Company until retirement at age 65. Benefits
shown are computed as a straight line annuity with no deduction for Social
Security benefits or other offset amounts. The Internal Revenue Code places
maximum limitations on the amounts which may be payable to any participant.
Pension Plan Table
</TABLE>
<TABLE>
<CAPTION>
Years of Service
--------------------------------------------------------------
Remuneration* 15 20 25 30 35
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ 125,000 35,040 46,720 58,400 70,080 81,760
150,000 42,165 56,220 70,275 84,330 98,385
175,000 49,290 65,720 82,150 98,580 115,010
200,000 56,415 75,220 94,025 112,830 131,635
225,000 63,540 84,720 105,900 127,080 148,260
250,000 70,665 94,220 117,775 141,330 164,885
300,000 84,915 113,220 141,525 169,830 198,135
350,000 99,165 132,220 165,275 198,330 231,385
400,000 113,415 151,220 189,025 226,830 264,635
450,000 127,665 170,220 212,775 255,330 297,885
500,000 141,915 189,220 236,525 283,830 331,135
* Based upon base salary (exclusive of bonuses)
</TABLE>
Remuneration covered by the Pension Plans for the named executive
officers generally corresponds with the aggregate of the base salary as
reported in the Summary Compensation Table. Remuneration of the named
executive officers in the Summary Compensation Table after fiscal 1992 will
not enter into the calculation of benefits under the Pension Plan; instead,
effective fiscal 1993, the named executive officers became eligible to
participate in the Company's Supplemental Retirement Income Plan. The years
of credited service in the Company's Pension Plans for the executive officers
named in the Summary Compensation Table are: Mr. Antle, three years; Mr.
Weaver, three years; Mr. Halas, two years; and Mr. Richardson, two years.
Upon the fifth anniversary of employment of each of the foregoing executive
officers, each such officer will vest in accrued benefits which as of this
date total the following amounts: Mr. Antle, $12,881.50; Mr. Weaver, $9,573;
Mr. Halas, $6,212.83; and Mr. Richardson, $6,145.49.
Employment Agreements. Each of the executive officers named in the
Summary Compensation Table has entered into an employment agreement (each, an
"Employment Agreement") with the Company. The Employment Agreement provides
that the executive officer's employment shall be at will, terminable by the
Company or the executive officer with or without cause, or by death or
disability. In the event of a termination by the Company without cause, or by
the executive officer with cause, the executive officer is entitled to receive
benefits as follows: Mr. Antle, two years' then-current base salary with
continued fringe benefits and perquisites for a period of two years after the
date of termination; and each of Messrs. Halas, Richardson and Weaver, one
year's then-current base salary with continued fringe benefits and perquisites
for period of one year after the date of termination. Mr. Antle's Employment
Agreement also provides that in the event of his termination by the Company
with cause, or by Mr. Antle without cause, Mr. Antle shall make himself
available as a consultant to the Company for up to ten hours with respect to
Company matters. In the event of a change of control of the Company, each of
the Employment Agreements provides that the executive officer has the option
of either having the Employment Agreement assigned to and assumed by the
surviving or resulting corporation or transferee of the Company's assets, or
treating the event as a termination of the executive officer without cause.
Compensation Committee Report on Executive Compensation. The Company's
Board of Directors has appointed a Compensation Committee consisting of
Messrs. Leisz (Chairman), Derbes, and Mills. None of such persons is a
current or former employee of the Company. The Board and the Compensation
Committee believe that the Company's compensation system has served and will
serve to attract and retain executives necessary to the Company's continued
improvement and development, with capacity to improve the Company's earnings
and therefore the Company's value to its shareholders.
The charter of the Compensation Committee provides for Compensation
Committee review and recommendation of all compensation changes for those
employees receiving an annual base salary of $125,000 or greater. The
recommendations are submitted to the Board of Directors for consideration and
final approval. Except for those considerations involving the President and
Chief Executive Officer (CEO), salary change recommendations are submitted by
the President and CEO to the Compensation Committee. The Compensation
Committee also grants all stock options to employees.
The Board intends for the Company to perform over time within the top
quartile of manufacturing companies. The Committee reviews measures such as
return on sales, return on assets and equity and earnings per share in
evaluating the Company's attainment of the Board's objectives. In light of
this, we intend to encourage and recognize such performance by compensating
senior executives at the top quartile levels as determined by recognized
national compensation surveys. The Compensation Committee has selected the
independently-prepared Project 777 Annual Survey as the primary basis for
establishing total compensation targets, which are attainable by the
executives through base salary and bonuses based on Company performance. In
all cases, bonus payment targets are established at the start of the year.
While bonus targets for divisional personnel are based on divisional and
corporate income goals, bonus targets for corporate personnel are based on
Company net income goals approved by the Board. Bonus payments at the end of
the year are based in part on the Company's performance against these goals
and in part on the overall performance of the individual as determined by the
Compensation Committee and the Board. Consistent with the forgoing, in the
case of the President and CEO, an annual bonus is developed by the
Compensation Committee for recommendation to the Board based on the
performance of the Company and of the President and CEO in the previous year.
Factors influencing the Committee's recommendation of Mr. Antle's 1993 bonus
include the increased profitability of the Company in 1993 and its continuing
improved performance against each of the measures noted, including return on
sales, return on assets and return on equity. The Company's performance
placed it well within the top quartile in each category, and exceeded budgeted
objectives.
The bonuses reflected in the tables above reflect the satisfaction of the
Committee and the Board with the performance of the Company and the named
executives during the period. The Committee believes that total compensation
to the named executives approximates top quartile compensation, against
performance well within the top quartile. The Committee intends to continue
to emphasize performance bonus payments as an increasing percentage of total
pay, thus tying compensation even more closely with increased net income and
shareholder value.
Stock options are awarded by the Compensation Committee in accordance
with plans approved by the shareholders of the Company. Each award is
intended to tie long-term compensation with the interests of our shareholders,
and is based on consideration of the individual executive's potential impact
on the growth and profitability of the Company, the executive's level of
responsibility within the organization and previous grants made to the
individual. The Committee also intends to provide the Company's executives
with equity positions roughly competitive with those available from other
companies. The options awarded to the named executives in 1993 reflect the
excellent performance of the Company in 1993 and the Committee's belief in the
ability of these executives to continue improving long-term shareholder value.
Establishment of and changes to benefit plans and perquisite programs are
also reviewed by the Compensation Committee with recommendation to the Board
for consideration and final approval.
COMPENSATION COMMITTEE
George W. Leisz (Chairman)
Daniel W. Derbes
Christopher H. B. Mills
Common Stock Performance Graphs. The graphs below compare the cumulative
total shareholder return on the Common Stock of the Company for each of the
Company's last five fiscal years and the Company's last four fiscal years,
respectively, with the cumulative total return on the S&P Industrials Index
and the Dow Jones Equity market over the same periods. The Company has chosen
such indices because the Company's operating units serve a wide variety of
industries and because, given the Company's intention to acquire businesses in
a variety of industries, comparison with a narrow industry sub-group would not
be meaningful. The Company has included the four year graph in addition to
the required five year graph to provide shareholders a better means to assess
the performance of their management team, as Mr. Antle joined the Company in
December 1989 and the other named executives joined in 1990.
(Graph Filed With Form S-E)
OAK INDUSTRIES INC.
Cumulative Total Shareholder Return For
Five-Year Period Ending December 31, 1993
<TABLE>
<CAPTION>
Measurement Period Dow Jones
(Fiscal Year Covered) Oak Industries S&P Industrials Equity
- --------------------- -------------- --------------- ---------
<S> <C> <C> <C>
Measurement Pt-12/31/88 $100.00 $100.00 $100.00
-12/31/89 100.00 129.39 130.94
-12/31/90 75.00 128.23 125.80
-12/31/91 93.80 167.61 166.61
-12/31/92 237.50 177.18 180.95
-12/31/93 332.50 193.17 198.94
</TABLE>
<PAGE>
(Graph Filed With Form S-E)
OAK INDUSTRIES INC.
Cumulative Total Shareholder Return For
Four-Year Period Ending December 31, 1993
<TABLE>
<CAPTION>
Measurement Period Dow Jones
(Fiscal Year Covered) Oak Industries S&P Industrials Equity
- --------------------- -------------- --------------- ---------
<S> <C> <C> <C>
Measurement Pt-12/31/89 100.00 100.00 100.00
-12/31/90 75.00 99.10 96.07
-12/31/91 93.80 129.54 127.24
-12/31/92 237.50 136.94 138.19
-12/31/93 332.50 149.29 151.93
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In connection with the Company's December 1993 secondary public offering
(the "Offering"), certain officers of the Company, including those set forth
below, purchased Offering shares with loans from the Company at a price of
$14.50 per share, which was the price at which shares were sold to the public
in the Offering. The loans are evidenced in the form of promissory notes (the
"Promissory Notes"), and are secured by the Common Stock purchased from the
amounts advanced. Additionally, the Company may offset amounts due under each
Promissory Note against any amounts owing by the Company to the officer in
question. The Promissory Notes are repayable in full on February 21, 1997,
and prepayable in certain circumstances, including the termination of
employment, with interest on such loans accruing at a rate of 1/2% per annum
above the rate from time to time announced by the First National Bank of
Boston as its base rate, payable annually in February of each year beginning
in 1995 until maturity.
<TABLE>
<CAPTION>
Largest Aggregate
Amount of Indebtedness
Name Title Outstanding During 1993(1)
- ---- ----- --------------------------
<S> <C> <C>
William S. Antle III President and $362,000
Chief Executive Officer
William C. Weaver Senior Vice President and 145,000
Chief Financial Officer
John D. Richardson Senior Vice President, 145,000(2)
Human Resources
Paul J. Halas Senior Vice President, 145,000
General Counsel and
Secretary
<FN>
(1) Also reflects amount outstanding as of the date of this Proxy Statement.
(2) In addition to funds advanced for the purchase of the Offering shares,
the Company advanced funds in the amount of $55,000 in July of 1993 to
Mr. Richardson in connection with certain relocation costs. The loan is
evidenced in the form of an unsecured demand promissory note with
interest accruing at a rate of 6% per annum. Principal and interest with
respect to the loan will be forgiven over a period of three years
provided that Mr. Richardson remains employed by the Company. As of the
date hereof, the total amount initially advanced to Mr. Richardson
remains outstanding.
</TABLE>
<PAGE>
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
Based upon the recommendation of the Audit Committee, the Board of
Directors has selected Price Waterhouse to serve as the Company's independent
auditors for the year ending December 31, 1994. Price Waterhouse has served
as the Company's auditors since the fiscal year ended December 31, 1990. A
representative of Price Waterhouse will be present at the Annual Meeting and
will have the opportunity to make a statement and be available to respond to
appropriate questions.
The Board of Directors recommends a vote FOR the ratification
of this selection.
STOCKHOLDER PROPOSAL DEADLINE
A stockholder proposal intended to be presented at the Company's 1995
Annual Meeting of Stockholders must be received by the Secretary of Oak
Industries Inc. at Bay Colony Corporate Center, 1000 Winter Street, Waltham,
Massachusetts 02154 no later than November 30, 1994.
EXPENSES OF SOLICITATION
The cost of preparing, assembling and mailing this proxy statement and
form of proxy and the cost of soliciting proxies relating to the Annual
Meeting will be borne by the Company. In addition to using the mails, proxies
may be solicited by officers, directors and regular employees of the Company
in person or by telephone or telegraph. In addition, the Company has retained
Morrow & Co. to aid in the solicitation of proxies. The Company estimates
that it will pay Morrow & Co. fees of $8,000 for these services, plus related
expenses. The Company will reimburse brokers and other persons holding stock
in their names or in the names of nominees for their expenses incurred in
sending proxy material to and obtaining the proxies of their principals.
OTHER MATTERS
The Board of Directors does not intend to bring any other matters before
the Annual Meeting and is not aware of any other matters to be brought before
the Annual Meeting by others. However, if other matters come before the
Annual Meeting, it is the intention of the proxy holders named in the enclosed
form of proxy to vote in accordance with their discretion on such matters.
/S/ PAUL J. HALAS
PAUL J. HALAS
Sr. Vice President, General
Counsel and Secretary
Waltham, Massachusetts
March 31, 1994
<PAGE>
OAK INDUSTRIES INC.
1000 Winter Street
Waltham, MA 02154
March 31, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Judciary Plaza
Washington, D.C. 20549
Re: Oak Industries Inc., File No. 1-4474
------------------------------------
Ladies and Gentlemen:
Pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934, as
amended, submitted herewith for filing with the Commission on behalf of Oak
Industries Inc. (the "Company") is the Company's definitive proxy statement
and form of proxy card in the form in which they are being furnished to
stockholders of the Company in connection with the Annual Meeting of
Stockholders to be held on May 3, 1994. The proxy materials are being
released on Thursday, March 31, 1994 for mailing to stockholders.
This filing is being effected by direct transmission to the Commission's
EDGAR System. On March 31, 1994, in anticipation of this filing, the Company
caused the requisite $125.00 filing fee to be wire transferred to the
Commission's Account No. (910-8739) at The Mellon Bank in Pittsburgh. The
bankers were instructed to note that the Company's IRS identification number
is 36-1569000, that its SEC file number is 1-4474, that its Central Index Key
(CIK) number is 0000073568, that its SEC filing fees account number is
910-8739, and that the payment was intended as the filing fee for the
Company's definitive proxy statement and proxy card.
Very truly yours,
Paul J. Halas
Senior Vice President, General
Counsel and Secretary
