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
<PAGE>
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:
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 0-11:1
4) Proposed maximum aggregate value of transaction:
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.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing party:
4) Date Filed:
<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 The First National Bank of Boston, 100
Federal Street, Boston, Massachusetts, on Wednesday, May 1, 1996 at 9:30
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,
William S. Antle III
President and
Chief Executive Officer
Waltham, MA
March 22, 1996
<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 1, 1996
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 The First National Bank of
Boston, 100 Federal Street, Boston, Massachusetts, on Wednesday, May 1,
1996 at 9:30 a.m., Eastern Daylight Time, for the following purposes:
1. To fix the number of directors at seven 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 1996; 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 4, 1996 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,
Coleman S. Hicks
Senior Vice President,
General Counsel and Secretary
March 22, 1996
<PAGE>
OAK INDUSTRIES INC.
1000 WINTER STREET
WALTHAM, MASSACHUSETTS 02154
PROXY STATEMENT
MARCH 22, 1996
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 THE FIRST NATIONAL BANK
OF BOSTON, 100 FEDERAL STREET, BOSTON, MASSACHUSETTS, ON WEDNESDAY, MAY 1,
1996 AT 9:30 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 herein and (ii) the ratification of the appointment of Price
Waterhouse as independent auditors for the Company's fiscal year 1996. This
proxy statement and the accompanying proxy are being mailed to stockholders
on or about March 22, 1996.
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
4, 1996 are entitled to one vote for each share of Common Stock held. At
that time, 17,765,855 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>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of March 4, 1996, 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>
George D. Bjurman and Associates 937,106 (1) 5.27%
10100 Santa Monica Boulevard
Suite 1200
Los Angeles, California 90067
Lazard Freres and Co. LLC 1,068,285 (2) 6.01
30 Rockefeller Plaza
New York, NY 10020
Oppenheimer Group, Inc. 1,138,680 (3) 6.41
Oppenheimer Tower
World Financial Center
New York, NY 10281
<FN>
(1) Based on Schedule 13G dated February 13, 1995 indicating (a) that
George D. Bjurman and Associates ("GDBA") may be deemed to own these shares
beneficially (having shared voting and dispositive power), and (b) that
George Andrew Bjurman and Owen Thomas Barry III may be deemed to own these
shares beneficially as a result of their ownership in and positions with
GDBA.
(2) Based on Schedule 13G dated February 14, 1996 indicating sole voting
and dispositive power.
(3) Based on Schedule 13G dated February 1, 1996, indicating (a) that
Oppenheimer Group, Inc. may be deemed to own these shares beneficially by
virtue of being a parent holding company pursuant to the provisions of Rule
13d-1(b)(1) (ii)(G) of the Securities Exchange Act of 1934, as amended, and
(b) shared voting and dispositive power with Oppenheimer Capital of
1,138,480 of the shares disclosed above.
</TABLE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of March 4, 1996, certain information
with respect to the number of shares of Common Stock of the Company owned
by its directors and executive officers and the percentage of the
outstanding shares represented thereby.
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned
as of March 4, 1996(1)
------------------------------
Number of Percent of
Name of Beneficial Owner Shares Class
- ------------------------ ------------- ----------
<S> <C> <C>
The Lord Stevens of Ludgate 21,350(2) *
Roderick M. Hills 105,926(2)(3) *
William S. Antle III 439,590(2)(4) 2.43%
Daniel W. Derbes 47,350(2)(5) *
George W. Leisz 32,070(2) *
Gilbert E. Matthews 20,350(2) *
Christopher H.B. Mills 291,799(2)(6) 1.64
Elliot L. Richardson 21,350(2) *
John D. Richardson 115,420(7) *
Pamela F.Lenehan................. 37,140(8)(9) *
Coleman S. Hicks................. 15,000(10) *
Francis J. Lunger........ 0 (11) *
All current officers and directors
as a group (13 persons) 1,176,759(12) 6.43%
- ------------------------
<FN>
* Constitutes less than 1% of the total shares outstanding.
(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, 850 shares; Mr. Hills, 20,850 shares; Mr.
Antle, 320,250 shares; Mr. Derbes, 20,850 shares; Mr. Leisz, 20,850
shares; Mr. Matthews, 850 shares; Mr. Mills, 20,850 shares; and Mr.
Richardson, 20,850 shares.
(3) Includes 24,116 shares held by his spouse as to which Mr. Hills
disclaims beneficial ownership and 10,300 shares held indirectly in
trust.
(4) Includes 1,200 shares held by his spouse as to which Mr. Antle
disclaims beneficial ownership and 200 shares held directly in
trust.
(5) Includes 26,000 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 270,449 shares as to which he disclaims beneficial
ownership.
(7) Includes 82,420 shares subject to options exercisable within sixty
days.
(8) Includes 7,140 shares subject to options exercisable within sixty
days.
(9) Ms. Lenehan joined the Company as Senior Vice President, Corporate
Development and Treasurer in February of 1995.
(10) Mr. Hicks joined the Company as Senior Vice President, General
Counsel and Secretary in September of 1995.
(11) Mr. Lunger joined the Company as Senior Vice President and Chief
Financial Officer in November of 1995.
(12) In addition to the footnotes discussed above, includes 17,914
shares subject to options exercisable within sixty days by an
officer of the Company and 11,500 shares beneficially owned by such
officer.
</TABLE>
<PAGE>
ELECTION OF DIRECTORS
A board of seven directors is to be elected at the Annual Meeting. The
term of office for each person elected as a director will continue until
the 1997 Annual Meeting of Stockholders or until such person's successor
has been elected and qualified. Except for The Lord Stevens of Ludgate,
who is retiring from the Board, and thus, is not standing for re-election,
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 seven nominees
named below. Each of the nominees is currently serving as a director.
Names of the seven nominees and certain information about them are set
forth below:
<TABLE>
<CAPTION>
NOMINEES
Director
Name, Principal Occupation and Directorships Age Since
-------------------------------------------- --- ------
<S> <C> <C>
Roderick M. Hills-------------------------------------------- 65 1985
Vice Chairman of the Company's Board of Directors since June
1989; President of Hills Enterprises Ltd. (international
investment firm formerly known as The Manchester Group Ltd.)
since 1987; also served successively as a partner of and/or
a consultant to the law firms of Donovan Leisure Rogovin Huge
and Schiller, Shea and Gould and Mudge Rose Guthrie Alexander
and Ferdon from May of 1989 until June of 1995; also,
Director of Federal-Mogul Corporation and
Sunbeam-Oster Company, Inc.
William S. Antle III---------------------------------------- 51 1990
President and Chief Executive Officer of the Company since
December 1989; also, Director of ESCO Electronics Corporation
and GenRad, Inc.
Daniel W. Derbes-------------------------------------------- 65 1989
President of Signal Ventures (venture capital company investing
in emerging Southern California businesses) since 1989; also,
Director of San Diego Gas and Electric Co., Pacific Diversified
Capital, WD-40 Company, Enova Inc. and PowerGuard Corp., and
Chairman, Board of Trustees of the University of San Diego.
George W. Leisz--------------------------------------------- 72 1989
Chairman of the Compensation Committee of the Board of
Directors since June 1989; Managing Partner, Carlisle
Enterprises, L.P. (a mergers and acquisitions firm) since
1989; also, Director of Impact Solutions Corp.
(producer of software for law enforcement agencies),
Quantum Magnetics Inc.(producer of magnetic resonance
equipment), and CFC Aviation, Inc.(aircraft services company).
Gilbert E. Matthews----------------------------------------- 65 1989
Senior Managing Director of Sutter Securities Incorporated
since December 1995; Senior Managing Director of Bear, Stearns
and Co. Inc. (investment banking firm) from 1986 to
December 1995.
Christopher H. B. Mills------------------------------------- 43 1989
Managing Director, North Atlantic Smaller Companies Trust PLC
(investment trust company, formerly Consolidated
Venture Trust plc)since 1985; Chief Executive Officer,
Growth Financial Services Ltd. (consulting firm) since 1984;
also, Director of J O Hambro and D.S. Bancorp.
Elliot L. Richardson--------------------------------------- 75 1989
Chairman of the Audit Committee of the Board of Directors
since June 1989; Retired partner at the law firm of Milbank,
Tweed, Hadley and McCloy (Washington, D.C.), partner from 1980
to 1993; Director of British Nuclear Fuels, Inc.; Member of
the Advisory Board of American Flywheel Systems, Inc.;
Chairman of The Hitachi Foundation.
</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 three meetings during 1995. 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 four meetings during 1995. 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 1995. 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 (who will not
be standing for re-election at the Annual Meeting) 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 requiring that notice of a stockholder nomination be
given to the Company not less than 90 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 six meetings during 1995. All
of the Company's directors attended 75% or more of the meetings of the
Board and of the committees on which they served except for director Elliot
L. Richardson, who attended 67% of all meetings of the Board and the
committees on which he served.
<PAGE>
COMPENSATION OF DIRECTORS
Fees. Each director who is not a regular employee of the Company or any
of its subsidiaries (the "Outside Director") is compensated at the rate of
$20,000 annually effective fiscal year 1996. Immediately prior to such
time, Outside Directors were compensated at a 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 receive grants of restricted
stock and to participate in the Deferred Compensation Plan, the 1995 and
1992 Stock Option and Restricted Stock Plans, and the 1988 Non-Employee
Director Stock Option Plan, all as further described below.
Restricted Stock Grants. In February 1996, the Board of Directors
authorized the annual grant of 500 shares of restricted stock (the
"Restricted Stock") to each Outside Director. Each grant of Restricted
Stock vests upon the fifth anniversary of the grant date, and is subject to
forfeiture in the event that the Outside Director ceases to be a member of
the Board before such anniversary. The Restricted Stock vests
automatically, however, in the event that the Outside Director resigns from
the Board in connection with his or her retirement from the Board after the
age of 59, or in the event of the Outside Director's death.
As of the date of this proxy statement, each current Outside Director has
received the first of the annual grants of 500 shares of Restricted Stock.
Deferred Compensation Plan. Any Outside Director may participate in the
Deferred Compensation Plan by notifying the Company in writing. Under such
plan, any Outside Director may defer all or a portion of such director's
fees, which are then converted into stock units by dividing the amount
deferred by the closing price per share of Common Stock on the last day of
the 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 of
such participant's retirement from principal employment, whichever date
occurs first, the Company distributes to the participant, in five equal
annual installments (or at the director's election, in ten annual
installments), the number of shares represented by such director's 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, 1995, no
fees were deferred for Outside Directors.
Stock Option Plans. The purpose of providing Outside Directors with
stock options pursuant to the Company's stock option plans is twofold;
first, to provide Outside Directors with a means to acquire an equity
interest in the Company and second, 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.
1995 Stock Option and Restricted Stock Plan. In December 1994, the
Company's Board of Directors adopted, subject to stockholder approval, the
1995 Stock Option and Restricted Stock Plan (the "1995 Plan"). The 1995
Plan was approved by the stockholders of the Company in May 1995. Pursuant
to the 1995 Plan, 2,000,000 shares of Common Stock were reserved for
issuance upon exercise of options or in connection with awards or
authorizations to make direct purchases of stock. The 1995 Plan
contemplates grants to both employees and directors.
All grants to Outside Directors are made automatically under the terms of
the 1995 Plan. Each Outside Director serving at the time of the 1995
Plan's adoption was granted stock options to purchase 12,500 shares of
Common Stock (the "Initial Grant"). Each Outside Director also receives,
on the first and second anniversaries of the Initial Grant, additional
stock options to purchase 2,500 shares. Under the 1995 Plan, new Outside
Directors receive stock options to purchase 12,500 shares on the first
business day following appointment or election. Additionally, each new
Outside Director receives stock options to purchase 2,500 shares on the
first and second anniversaries of such director's appointment or election.
The exercise price of each option granted under the 1995 Plan is equal to
the fair market value of the Common Stock on the date of the grant.
Generally, options granted under the 1995 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. Of the Initial Grant, stock
options to purchase 10,000 shares become exercisable prior to the tenth
anniversary of the grant date only if the Common Stock closes at or above
$40 per share on the New York Stock Exchange for ten consecutive trading
days within the three year period following the grant date. Other than in
the event of a director's death or the Company's merger, consolidation,
acquisition, liquidation or dissolution, in which case shorter periods may
apply, an option expires ten years from its grant date, in the case of an
incentive stock option ("ISO"), or ten years and one day, in the case of a
non-qualified option. Options are not transferable except by will or the
applicable laws of descent and distribution.
As of the date of this proxy statement, each current Outside Director has
received stock options to purchase an aggregate of 15,000 shares of the
Company's Common Stock pursuant to the provisions of the 1995 Plan.
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 Outside 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 a 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.
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, each current Outside Director has
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, awarded to or earned by the Chief Executive Officer
and the other named executive officers of the Company for the fiscal years
indicated.
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
------------------- -------------
Name Other Annual(2) Securities Underlying All Other
and Principal Salary Bonus(1) Compensation Options Compensation(3)
Position Year ($) ($) ($) (#) ($)
- -------------------------------------------------------------------------- -------------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
William S. Antle III, 1995 $450,000 $465,000 _ 70,000 $77,826(4)
President and 1994 415,000 500,000 _ 150,000 59,634(5)
Chief Executive Officer 1993 365,000 380,000 _ 35,000 26,426(6)
John D. Richardson, 1995 203,000 160,000 _ 25,000 28,125
Senior Vice President, 1994 190,000 170,000 _ 44,000 25,613
Human Resources 1993 178,000 150,000 _ 12,000 16,890
Paul J. Halas,(7) 1995 107,000 0 $11,600(8) 0 134,075(9)
Senior Vice President, 1994 200,000 145,000 _ 44,000 26,400
General Counsel and 1993 178,000 150,000 _ 12,000 16,890
Secretary
Pamela F. Lenehan, 1995 218,757 200,000 _ 102,000 14,688
Senior Vice President, 1994 N/A N/A N/A N/A N/A
Corporate Development 1993 N/A N/A N/A N/A N/A
and Treasurer
Coleman S. Hicks, 1995 91,664 105,000 _ 102,000 65,327(10)
Senior Vice President, 1994 N/A N/A N/A N/A N/A
General Counsel 1993 N/A N/A N/A N/A N/A
and 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) Unless otherwise indicated, perquisites for an executive officer do
not exceed the lesser of $50,000 or 10% of such officer's salary and bonus.
(3) 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.
(4) Includes $6,117 in term life insurance premiums paid by the Company
for the benefit of Mr. Antle.
(5) Includes $5,881 in term life insurance premiums paid by the Company
for the benefit of Mr. Antle.
(6) Includes $4,685 in term life insurance premiums paid by the Company
for the benefit of Mr. Antle.
(7) Mr. Halas resigned from the Company as of June 30, 1995.
(8) Includes $9,600 paid to Mr. Halas as a car allowance and $2,000
reimbursed for certain tax preparation expenses.
(9) Includes payments for consulting services to the Company in the amount
of $107,000.
(10) Includes (a) reimbursement of relocation expenses in the amount of
$37,739 and (b) $21,154 paid to Mr. Hicks for certain consulting services
prior to his employment by the Company.
</TABLE>
<PAGE>
Stock Option/Stock Appreciation Right Grants. The following table
summarizes option grants during fiscal 1995 to the executive officers named
in the preceding Summary Compensation Table and the potential realizable
value of such options determined by formulas prescribed by the Securities
and Exchange Commission. The assumed rates of stock price appreciation are
hypothetical; the actual value of the options, if any, will depend on the
future performance of the Company's stock. No SARs were granted or
exercised during fiscal 1995.
Option Grants in Fiscal 1995
<TABLE>
<CAPTION>
Individual Grants
-----------------
Potential
Realizable Value At
Number of % of Total Assumed Annual
Securities Underlying Options Rate of Stock Price
Options Granted to Exercise or Appreciation For
Granted Employees in Base Price Expiration Option Term
Name (#) Fiscal Year ($/Sh) Date 5% ($) 10% ($)
- ------------------------------------------------------------------------------------------ --------------------
<S> <C> <C> <C> <C> <C> <C>
William S. Antle III, 4,232(1) .40% $23.625 12/06/2005 $ 62,879 $ 159,343
President and 65,768(2) 6.28 23.625 12/07/2005 977,181 2,476,297
Chief Executive Officer
John D. Richardson, 4,232(1) .40 23.625 12/06/2005 62,879 159,343
Senior Vice President, 20,768(3) 1.98 23.625 12/07/2005 308,571 781,957
Human Resources
Paul J. Halas, 0 0 N/A N/A N/A N/A
Senior Vice President,
General Counsel and
Secretary
Pamela F. Lenehan, 11,820(4) 1.13 25.375 02/10/2005 188,624 478,013
Senior Vice President, 9,180(5) .88 25.375 02/11/2005 146,494 371,248
Corporate Development 56,000(6) 5.35 25.375 02/11/2005 893,648 2,264,696
and Treasurer 25,000(7) 2.39 23.625 12/07/2005 371,450 941,300
Coleman S. Hicks 21,000(8) 2.01 26.625 06/14/2005 351,624 891,093
Senior Vice President, 56,000(6) 5.35 26.625 06/14/2005 937,664 2,376,248
General Counsel and 12,696(9) 1.21 23.625 12/06/2005 188,637 478,030
Secretary 12,304(10) 1.18 23.625 12/07/2005 182,813 463,270
<FN>
*The above stock options become immediately exercisable upon the 45th day
prior to the proposed effective date of a merger, consolidation or
acquisition of the Company under certain circumstances, or upon the
liquidation or dissolution of the Company.
(1) These incentive stock options are exercisable on December 6, 1998.
(2) These non-qualified stock options are exercisable subject to the
following schedule: 23,800 shares on December 6, 1996; 23,100 shares on
December 6, 1997; and 18,868 shares on December 6, 1998.
(3) These non-qualified stock options are exercisable subject to the
following schedule: 8,500 shares on December 6, 1996; 8,250 shares on
December 6, 1997; and 4,018 shares on December 6, 1998.
(4) These incentive stock options are exercisable subject to the following
schedule: 3,940 shares on February 10, 1996; 3,940 shares on February 10,
1997; and 3,940 shares on February 10, 1998.
(5) These non-qualified stock options are exercisable subject to the
following schedule: 3,200 shares on February 10, 1996; 2,990 shares on
February 10, 1997; and 2,990 shares on February 10, 1998.
(6) These options are exercisable prior to the tenth anniversary of the
option grant date only if the Company's Common Stock closes at or above $40
per share on the New York Stock Exchange for ten consecutive trading days
within the three year period following the grant date.
(7) These non-qualified stock options are exercisable subject to the
following schedule: 8,500 shares on December 6, 1996; 8,250 shares on
December 6, 1997; and 8,250 shares on December 6, 1998.
(8) These non-qualified stock options are exercisable subject to the
following schedule: 7,140 shares on June 13, 1996; 6,930 shares on June
13, 1997; and 6,930 shares on June 13, 1998.
(9) These incentive stock options are exercisable subject to the following
schedule: 4,232 shares on December 6, 1996; 4,232 shares on December 6,
1997; and 4,232 shares on December 6, 1998.
(10) These non-qualified stock options are exercisable subject to the
following schedule: 4,268 shares on December 12, 1996, 4,018 shares on
December 6, 1997; and 4,018 shares on December 6, 1998.
</TABLE>
<PAGE>
The following table summarizes information with respect to options held
by each of the named executive offices at the end of fiscal 1995. 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 1995 as indicated below.
<TABLE>
<CAPTION>
Aggregated Option Exercises During Fiscal Year 1995 and Fiscal Year-End Option Values
Number of Securities
Underlying Unexercised Value of Unexercised In-the-
Options at FY-End Money Options at FY-End
(#) [$18.625/share ($)](2)
Shares Acquired on
Name Exercise (#) Value Realized ($)(1) Exercisable/Unexercisable Exercisable/Unexercisable
<S> <C> <C> <C> <C>
William S. Antle III, 10,000(3) $187,278 320,250 / 221,350 $3,893,131 / $24,544
President and
Chief Executive Officer
John D. Richardson, 8,000 159,500 82,420 / 68,880 995,313 / 8,415
Senior Vice President,
Human Resources
Paul J. Halas, 10,000 184,844 77,220 / 43,880 920,698 / 8,415
Senior Vice President,
General Counsel and
Secretary
Pamela F. Lenehan, 0 0 0 / 102,000 0 / __ __(4)
Senior Vice President,
Corporate Development
and Treasurer
Coleman S. Hicks, 0 0 0 / 102,000 0 / __ __(4)
Senior Vice President,
General Counsel
and Secretary
<FN>
(1) Based on market value of the Company's Common Stock at exercise minus
the exercise price.
(2) Based on market value of the Company's Common Stock at the end of
fiscal 1995 minus the exercise price.
(3) Mr. Antle holds all of these shares as of March 4, 1996.
(4) As of the end of fiscal 1995, these options were not in the money.
</TABLE>
<PAGE>
Pension Plans. The Company maintains defined benefit pension plans (the
"Pension Plans") for its employees and the employees of certain of its
subsidiaries. The Company's annual contribution to the Pension Plans is
made to various funds, which are managed by SEI Capital Resources Inc., and
is determined based on the total number of all participants in the Pension
Plans. Generally, benefits are payable under the Pension Plans based upon
average career salary and years of credited service. Vesting of participant
benefits occurs upon the completion of five years with the Company.
Effective fiscal year 1993, the Company suspended the payment of further
benefits under the Pension Plans. Instead, executive officers of the
Company became eligible to participate in the Company's Supplemental
Retirement Income Plan (the "SRIP"). The years of credited service in the
Company's Pension Plans for the following executive officers remain fixed
as follows: Mr. Antle, three years; and Messrs. Richardson and Halas, two
years. Each of the foregoing executive officers vested in accrued benefits
totaling the following amounts on the fifth anniversary of his employment:
Mr. Antle, $12,881.50; Mr. Richardson, $6,145.49; and Mr. Halas, $6,212.83.
Employment Agreements. Each of Messrs. Antle, Richardson and Hicks and
Ms. Lenehan is party to an employment agreement (each, an "Employment
Agreement"), with the Company. Each 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. Richardson and Hicks, and Ms.
Lenehan, 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. Under the Employment Agreements, a
"change of control" occurs upon (i) the acquisition by a party of more than
50% of the voting power of the Company's outstanding securities, (ii) a
change in control of the Company of a kind which would be required to be
reported under Schedule 14A of Regulation 14A of the Securities Act of
1934, (iii) a merger, consolidation or other reorganization involving the
Company, except in certain instances as set forth in the Employment
Agreements, or (iv) a change in the individuals constituting the Board of
Directors as of the date of the Employment Agreements such that such
individuals no longer constitute a majority of the Board.
<PAGE>
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 stockholders.
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. Each
year, the recommendations are submitted to the Board of Directors for
consideration and final approval; the Board did not materially modify or
disapprove of any of the Committee's recommendations for this fiscal year.
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 included in the SandP Industrials
Index. 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, the Board intends
to encourage and recognize such performance by providing senior executives
the opportunity to earn compensation at the top quartile levels as
determined by recognized national compensation surveys. The Compensation
Committee has selected the independently-prepared Project 777 Annual Survey
of manufacturing companies as the primary basis for establishing total
compensation targets, which are attainable by the executives through base
salary and bonuses based on Company performance. To further encourage top
quartile performance, the Compensation Committee has emphasized bonus
targets and awards as a percentage of total compensation to a greater
extent than the survey data base. In all cases, base salaries and 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 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 foregoing, 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 1995 bonus include the Company's
increased profitability in 1995 and its continued strong performance
against each of the measures noted, including return on sales, return on
assets and return on equity. The Company's performance once again placed
it within the top quartile in each category, and exceeded budgeted
objectives.
<PAGE>
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 stockholder value.
Stock options are awarded by the Compensation Committee under plans that
have been approved by the stockholders of the Company. Each award is
intended to tie long-term compensation with the interests of our
stockholders, 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, particularly as compared with Project 777
data. The options awarded to the President and CEO and other named
executives in 1995 and preceding years reflect the excellent performance of
the Company and the Compensation Committee's belief in the ability of these
executives to continue improving long-term stockholder value. As supported
by the data in the graph below, the Compensation Committee believes that
the performance of the management group has resulted in a significant
increase in stockholder 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
<PAGE>
Common Stock Performance Graph. The graph below compares the cumulative
total stockholder return on the Common Stock of the Company for each of the
Company's last five fiscal years with the cumulative total return on the
SandP 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.
<TABLE>
OAK INDUSTRIES INC.
Total Cumulative Shareholder Return For
Five-Year Period Ending December 31, 1995
<CAPTION>
Measurement Period Dow Jones
(Fiscal Year Covered) Oak Industries S&P Industrials Equity
- --------------------- -------------- --------------- ---------
<S> <C> <C> <C>
Measurement Pt-12/31/90 $100.00 $100.00 $100.00
-12/31/91 125.07 130.71 132.44
-12/31/92 316.67 138.18 143.83
-12/31/93 443.33 150.65 158.14
-12/31/94 610.00 156.45 159.36
-12/31/95 496.67 210.46 220.51
</TABLE>
<PAGE>
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. The Promissory Notes are
repayable in full on February 21, 1997, and prepayable in certain
circumstances, including the termination of employment. Interest on the
loans accrues 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, and is
payable annually in February of each year beginning in 1995 until maturity.
<TABLE>
<CAPTION>
Largest Aggregate Amount of
Amount of Indebtedness Indebtedness Outstanding
Name Title Outstanding During 1995 as of March 4, 1996
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
William S. Antle III President and $378,533 $263,068
Chief Executive Officer
John D. Richardson Senior Vice President, 157,835(1) 112,160
Human Resources
- -----------------------------------------------------------------------------------------------
<FN>
(1) 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 is being forgiven over a period of three years provided that Mr.
Richardson remains employed by the Company. The largest amount of
indebtedness outstanding in connection with this obligation during 1995 was
$36,666. As of the date hereof, $18,333 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, 1996. Price
Waterhouse LLP 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 1997
Annual Meeting of Stockholders must be received by the Secretary of Oak
Industries Inc. at 1000 Winter Street, Waltham, Massachusetts 02154 no
later than November 25, 1996.
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 and Co. to aid in the solicitation of proxies.
The Company estimates that it will pay Morrow and 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.
Coleman S. Hicks
Senior Vice President,
General Counsel and Secretary
Waltham, Massachusetts
March 22, 1996
<PAGE>
Appendix A
PROXY
OAK INDUSTRIES INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
March 22, 1996
The undersigned hereby appoints Coleman S. Hicks, Francis J. Lunger 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 4, 1996, at
the Annual Meeting of Stockholders to be held on Wednesday, May 1, 1996, at
9:30 a.m., Eastern Daylight Time, at The First National Bank of Boston, 100
Federal 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.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
[SEE REVERSE SIDE]
<PAGE>
/X/ Please mark
votes as in this
example
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 seven 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
/ / FOR / / WITHHELD
- -----------------------------------------
/ /For all nominees except as noted above
2. Ratification of the selection of Price Waterhouse LLP as the Company's
independent accountants for the fiscal year 1996.
/ / 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 hereon. Executors, administrators, trustees, attorneys or
guardians should give full title.
Signature:-------------------------------------------Date----------------
Signature:-------------------------------------------Date----------------
<PAGE>
OAK INDUSTRIES INC.
1000 Winter Street
Waltham, MA 02154
March 22, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
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 definitive version of the
Company's proxy statement and proxy card in the form being furnished to
stockholders of the Company in connection with the Annual Meeting of
Stockholders to be held on May 1, 1996. The Company caused the requisite
$125.00 filing fee to be wire transferred to the Commission's account at
The Mellon Bank in Pittsburgh on March 21, 1996.
The definitive proxy materials will be released for mailing to the
stockholders of the Company on or about March 22, 1996. This filing is
being effected by direct transmission to the Commission's EDGAR system.
Please do not hesitate to telephone the undersigned, at (617) 890-
0400, for any further information.
Very truly yours,
Mela Lew
Assistant General Counsel
28
