<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
THE OILGEAR COMPANY
-------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
-------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
- --------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
- --------------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
3) Filing Party:
- --------------------------------------------------------------------------------
4) Date Filed:
<PAGE> 2
OILGEAR LOGO
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
ON APRIL 21, 1998
The Annual Meeting of Shareholders of THE OILGEAR COMPANY will be held at
the offices of the Company at 2300 South 51st Street, Milwaukee, Wisconsin
53219, on Tuesday, April 21, 1998, at 2:00 P.M. (Milwaukee Time), for the
following purposes:
(1) To elect three directors, for terms expiring in the year 2001; and
(2) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 2, 1998 as
the record date for the determination of shareholders entitled to notice of and
to vote at the meeting and any adjournment thereof; only shareholders of record
at the close of business on that date will be entitled to vote. The list of
shareholders of record entitled to notice of and to vote at the meeting will be
available for inspection by any shareholder at Oilgear's principal office at
2300 South 51st Street, Milwaukee, Wisconsin, prior to the meeting and will also
be available at the meeting.
YOU WILL GREATLY ASSIST THE COMPANY IN CONDUCTING ITS ANNUAL MEETING IF YOU
WILL INDICATE YOUR VOTING DIRECTIONS, SIGN AND DATE THE ACCOMPANYING PROXY AND
PROMPTLY RETURN IT IN THE ENCLOSED POSTPAID ENVELOPE. THE PROXY MAY BE REVOKED
AT ANY TIME PRIOR TO ITS EXERCISE AND WILL NOT BE USED IF YOU ATTEND THE MEETING
AND VOTE IN PERSON.
A copy of the Annual Report to Shareholders for 1997 and a Proxy Statement
accompany this Notice.
By Order of the Board of Directors
Thomas J. Price, Corporate Secretary
Milwaukee, Wisconsin
March 27, 1998
------------------
A COPY (WITHOUT EXHIBITS) OF THE COMPANY'S FORM 10-K ANNUAL REPORT TO THE
SECURITIES AND EXCHANGE COMMISSION FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
WILL BE PROVIDED WITHOUT CHARGE TO EACH RECORD OR BENEFICIAL OWNER OF THE
COMPANY'S COMMON STOCK AS OF MARCH 2, 1998 ON THE WRITTEN REQUEST OF SUCH PERSON
DIRECTED TO: THOMAS J. PRICE, CORPORATE SECRETARY, THE OILGEAR COMPANY, 2300
SOUTH 51ST STREET, P.O. BOX 343924, MILWAUKEE, WISCONSIN 53234-3924.
<TABLE>
<S> <C> <C>
THE OILGEAR COMPANY Telephone: 414/327-1700
2300 South 51st Street Fax: 414/327-0532
Post Office Box 343924
Milwaukee, WI 53234-3924
</TABLE>
<PAGE> 3
THE OILGEAR COMPANY
2300 SOUTH 51ST STREET
MILWAUKEE, WISCONSIN 53219
* * * * *
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
ON
APRIL 21, 1998
* * * * *
SOLICITATION AND VOTING
The proxy enclosed with this Proxy Statement is solicited on behalf of the
Board of Directors of The Oilgear Company (the "Company" or "Oilgear"). All of
the expenses of soliciting proxies will be paid by the Company. Upon request,
the Company will reimburse brokers, dealers, voting trustees, banks,
associations or other entities that exercise fiduciary powers for reasonable
expenses incurred in forwarding copies of the proxy material and Annual Report
to the beneficial owners of shares which such persons hold of record.
Solicitation of proxies will be principally by mail, but may also be conducted
in person, or by telephone, telegraph or facsimile, by officers and by regular
employees of the Company. This proxy material is being mailed to shareholders
commencing on or about March 27, 1998.
Only the holders of the Common Stock of the Company at the close of
business on March 2, 1998, the record date, will be entitled to vote at the
meeting. At such date there were outstanding 1,934,918 shares of Common Stock.
On January 20, 1998, the Company effected a 3-for-2 stock split in the form of a
stock dividend to shareholders of record on December 22, 1997. All share amounts
included in this Proxy Statement as of a date prior to January 20, 1998 have
been restated to reflect the effect of such stock split.
Each shareholder of record will be entitled to one vote for each share of
stock standing in such holder's name on the books of the Company on the record
date with regard to the election of directors and any other matter which may be
presented at the meeting. There shall be no cumulative voting.
If a shareholder is a participant in either the Oilgear Stock Retirement
Plan or the Oilgear Savings Plus Plan, the proxy card will also serve as a
voting instruction with respect to the shares of Company Common Stock allocated
to the Plan account of the shareholder-participant. If voting instructions are
not received for shares in the Plans five days prior to the meeting, those
shares will be voted in the same proportion on a proposal as the proportion of
instructed votes for each Plan. If a shareholder participates in both Plans or
maintains accounts under different names (e.g., with and without a middle
initial), the shareholder may receive more than one set of proxy materials. To
insure that all shares are voted, the shareholder must sign and return every
proxy card received.
A majority of the votes entitled to be cast on a matter, represented in
person or by proxy, constitutes a quorum for action on that matter. Directors
are elected by a plurality of the votes cast by the holders of shares entitled
to vote in the election at a meeting at which a quorum is present. "Plurality"
means that the individuals who receive the largest number of votes cast are
elected as directors up to the maximum number of directors to be chosen at the
meeting. Consequently, any shares not voted (whether by withheld authority,
broker non-vote or otherwise) have no effect in the election of directors.
Withheld votes and broker non-votes will, however, count toward establishing a
quorum. Any votes attempted to be cast "against" a candidate are not given legal
effect and are not counted as votes cast in an election of directors. The
Inspectors of Election appointed by the Board of Directors shall count the votes
and ballots.
Any shareholder entitled to vote may vote either in person or by duly
authorized proxy. A proxy may be revoked by the shareholder at any time prior to
the voting thereof, but a revocation will not be effective until oral or written
notice thereof has been received by the Secretary of the Company prior to such
voting. All shares represented by properly executed proxies received by the
Company will be voted at the meeting and all adjournments thereof in accordance
with the terms of such proxies, unless revoked. Where a shareholder specifies a
choice by means of a ballot provided in the proxy, the shares will be voted in
accordance with such specification.
<PAGE> 4
ELECTION OF DIRECTORS
The Articles of Incorporation and Bylaws provide for classification of the
Board of Directors into three separate classes, each class having three
directors and to be elected for a term expiring at the third annual meeting of
shareholders after its election. At each annual meeting of shareholders, a
number of directors equal to the number constituting the class whose term
expires at such meeting is elected to hold office until the third succeeding
annual meeting and until their successors have been elected. Thus, one class of
directors (three of the nine directors) is nominated for election at the 1998
annual meeting. The balance of the directors were elected by the shareholders at
the 1996 and 1997 annual meetings for terms expiring in 1999 and 2000,
respectively, as shown in the table below.
Carl L. Gosewehr, Chairman, and Edward Neuwirth will be retiring from the
Board of Directors at the end of their current terms, which expire at the 1998
annual meeting. Mr. Gosewehr has served Oilgear for 49 years, as a director, as
the former president and chief executive officer, and in other officer
positions. Mr. Neuwirth has served Oilgear for 12 years as a director. Each has
been named Director Emeritus of the Company. For all of their distinguished
service, wise counsel and numerous contributions, they are gratefully
acknowledged. Dale C. Boyke, Oilgear's Vice President -- Marketing and Sales,
and Michael C. Sipek, President of the Stearns Division of Rexnord, have been
nominated to fill the vacancies created by the retirement of Messrs. Gosewehr
and Neuwirth. In addition, Frank L. Schmit is nominated for re-election at the
1998 annual meeting, to hold office with Messrs. Boyke and Sipek until the year
2001.
Proxies received will be voted for the election of the three nominees named
for the term specified. If any of the nominees should decline or be unable to
act as a director, which eventuality is not foreseen, proxies may be voted with
discretionary authority for such substitute nominee(s) as may be selected by the
Board.
<TABLE>
<CAPTION>
NOMINEES DIRECTOR PRINCIPAL OCCUPATION
(FOR TERM EXPIRING 2001) AGE SINCE AND BUSINESS EXPERIENCE
------------------------ --- -------- -----------------------
<S> <C> <C> <C>
DALE C. BOYKE......................... 47 Nominee Vice President -- Marketing and Sales
of Oilgear since 1997; General Sales
Manager for Oilgear's United States
and Canadian regions, 1989-1996.
MICHAEL C. SIPEK...................... 45 Nominee President, Stearns Division of Rexnord
Corporation (manufacturing), since
1995; Vice President and General
Manager of PEC Inc. (manufacturing),
1991-1995.
FRANK L. SCHMIT(1).................... 62 1976 Chairman, Chief Executive Officer and
director, Water Pollution Control
Corp. (producer of wastewater
treatment equipment), since 1994;
President and director, Water
Pollution Control Corp., 1978-1994.
TERM EXPIRES 1999
- --------------------------------------
GERHARD W. BAHNER..................... 59 1992 Vice President -- Engineering of
Oilgear since 1991.
ROGER G. DeLONG(1).................... 80 1975 Retired Vice Chairman and director
emeritus of Twin Disc, Incorporated
(manufacturing).
THOMAS L. MISIAK...................... 51 1996 President, The Falk Corporation
(manufacturing), since 1992.
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
DIRECTOR PRINCIPAL OCCUPATION
AGE SINCE AND BUSINESS EXPERIENCE
--- -------- -----------------------
<S> <C> <C> <C>
TERM EXPIRES 2000
- --------------------------------------
HUBERT BURSCH......................... 58 1997 Vice President -- European Operations
of Oilgear since 1994; Chairman of the
Board of Management -- Europe for the
Company, 1991-1993.
DAVID A. ZUEGE(1)..................... 56 1982 President and Chief Executive Officer
of Oilgear since 1996; Executive Vice
President and Chief Operating Officer
of Oilgear, 1993-1995; Senior Vice
President and Secretary of Oilgear
during 1993.
RANDOLPH W. CARSON.................... 47 1994 Executive Vice President, Rockwell
Automation (manufacturing), since
1996; Senior Vice President,
Automation Group, Allen-Bradley
Company (manufacturing), 1994-1995;
previously Vice President of
Operations, Interface Business, Allen-
Bradley Company; also a director of
Dynapro Systems, Inc. and Rockwell
Software, Inc.
</TABLE>
- -------------------------
(1) Member of Executive Committee during 1997, which committee held three
meetings in that fiscal year. Mr. Gosewehr also was a member of the
Executive Committee during 1997.
The Board of Directors held five meetings during 1997. All of the directors
attended at least 75% of the meetings of the Board and committees of which they
are members.
There is no standing nominating committee of the Board. The entire Board of
Directors functions as an audit committee and is charged with the
responsibilities of: reviewing with the Company's independent public accountants
the plan and scope of their audit and the findings and conclusions of their
auditing engagement; reviewing the Company's procedures for internal auditing,
the adequacy of its system of internal controls and the accounting principles
and policies of the Company; reviewing and evaluating the independence of the
independent accountants and approving services rendered by such accountants; and
considering the engagement, continuation or discharge of the independent public
accountants.
The Compensation Committee of the Board consists of Messrs. DeLong,
Gosewehr and Schmit. The Compensation Committee held two meetings in 1997. The
primary functions of the Compensation Committee are to review and make
recommendations to the Board of Directors regarding the compensation and benefit
programs of the Company and the corporate policies that pertain to those
programs, and to administer the 1992 Stock Option Plan.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth information as of March 2, 1998 with respect
to any person known to the Company to be the "beneficial owner" (determined in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934) of more
than 5% of the Company's Common Stock:
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT
AND NATURE OF OF
NAME AND ADDRESS BENEFICIAL OWNERSHIP CLASS
---------------- -------------------- -------
<S> <C> <C>
Oilgear Stock Retirement Plan(1)..................... 437,248(1) 22.6%
Oilgear Savings Plus Plan(1)......................... 359,540(1) 18.6%
Oilgear Salaried Retirement Plan(1).................. 115,617(1) 6.0%
</TABLE>
3
<PAGE> 6
- -------------------------
(1) Held of record by the Trustee, M&I Marshall & Ilsley Bank, for the Oilgear
Stock Retirement Plan, the Oilgear Savings Plus Plan and the Oilgear
Salaried Retirement Plan. The Company and the Trustee disclaim beneficial
ownership of shares of Company Common Stock held by the Oilgear Stock
Retirement Plan and the Oilgear Savings Plus Plan since the power to direct
the voting and disposition of shares allocated to participants' accounts is
passed through to the participants and neither the plan administrators nor
the Trustee may dispose of the allocated shares in those Plans except to or
upon the instructions of participants pursuant to the terms of such Plans.
Voting and investment power with respect to shares held by the Oilgear
Salaried Retirement Plan is as described in note 2 to the table below. The
address of the Plans is the Company's address.
In addition to the above holdings, Common Stock of the Company is also held
in the Oilgear Ferris Foundation, Inc. (32,850 shares). Voting and investment
power with respect to these shares is held by the individuals identified in note
2 to the table below.
The following table sets forth information regarding the beneficial
ownership of Common Stock of the Company, as of March 2, 1998, by each director
and nominee for director, by each executive officer named below in the Summary
Compensation Table and by all directors and executive officers of the Company as
a group:
<TABLE>
<CAPTION>
NUMBER OF SHARES
AND NATURE OF PERCENT
NAME BENEFICIAL OWNERSHIP(1)(3) OF CLASS
---- -------------------------- --------
<S> <C> <C>
Gerhard W. Bahner.............................. 14,877(2) 0.8%
Dale C. Boyke.................................. 27,778(4) 1.4%
Hubert Bursch.................................. 8,317(4) 0.4%
Randolph W. Carson............................. 990 *
Roger G. DeLong................................ 2,475 0.1%
Carl L. Gosewehr............................... 33,894(2) 1.8%
Thomas L. Misiak............................... 525 *
Edward Neuwirth................................ 1,875 *
Thomas J. Price................................ 33,051(2)(4) 1.7%
Frank L. Schmit................................ 1,725 *
Michael C. Sipek............................... 0 *
David A. Zuege................................. 41,953(2)(4) 2.2%
All directors, nominees and executive officers
as a group (13 persons)...................... 328,560(2)(4) 16.9%
</TABLE>
- -------------------------
* Less than 0.1%
(1) The specified persons have sole voting power and sole investment power as to
all of the shares indicated, except for the shares referred to in note 2 and
except for 435 shares as to which Mr. Price has shared voting and investment
power.
(2) Messrs. Gosewehr, Zuege and Price share voting power and investment power
with respect to 32,850 shares of Oilgear Common Stock held by the Oilgear
Ferris Foundation, Inc., a private charitable foundation funded by Oilgear.
As officers of the Company, Messrs. Zuege, Bahner and Price share voting
power and investment power with respect to 115,617 shares held in the
Oilgear Salaried Retirement Plan. All of such shares are included in the
total for all directors and executive officers as a group but not in the
individual beneficial ownership amounts shown in the table. As officers of
the Company, Messrs. Zuege and Price also share dispositive power, in the
event of a tender or exchange offer for the Company's Common Stock, with
respect to any shares of Common Stock held in the Oilgear Stock Retirement
Plan and the Oilgear Savings Plus Plan which are not allocated to the
accounts of participants. There were a minimal number of such unallocated
shares as of March 2, 1998; such shares are not included in the table.
(3) Includes shares allocated to the accounts of officers under the Oilgear
Savings Plus Plan and the Oilgear Stock Retirement Plan, as to which such
officers have voting and investment power.
4
<PAGE> 7
(4) Includes shares underlying currently exercisable options granted to
executive officers under the 1992 Stock Option Plan in the following
amounts: Mr. Boyke 1,739, Mr. Bursch 433, Mr. Price 209, Mr. Zuege 772, and
all executive officers 5,136.
The above beneficial ownership information is based on information
furnished by the specified persons and is determined in accordance with Rule
13d-3 under the Securities Exchange Act of 1934, as required for purposes of
this Proxy Statement. It includes shares as to which beneficial ownership may be
disclaimed and is not necessarily to be construed as an admission of beneficial
ownership for other purposes.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company is required to identify any director, officer or more than 10%
beneficial owner who failed to timely file with the Securities and Exchange
Commission a required report relating to ownership and changes in ownership of
Oilgear Common Stock during 1997. Based solely upon a review of Forms 3 and 4
and amendments thereto furnished to the Company during the last fiscal year and
Forms 5 and amendments thereto furnished to the Company with respect to the last
fiscal year, the Company is not aware of any such failure.
EXECUTIVE COMPENSATION
SUMMARY
The following table sets forth certain information for each of the last
three fiscal years concerning all compensation for services in all capacities to
the Company and its subsidiaries of (1) the Chief Executive Officer of the
Company at the end of fiscal 1997, and (2) the Company's other four most highly
compensated executive officers who were serving as such at the end of fiscal
1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------------------------------------
AWARDS
----------------------
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION OPTIONS/SARS COMPENSATION
POSITION YEAR ($) ($)(1) ($) (#)(2) ($)(3)
<S> <C> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------
DAVID A. ZUEGE 1997 $193,000 $115,769 $0 4,409 $12,920
President and Chief 1996 193,000 104,446 0 9,838 17,450
Executive Officer 1995 142,000 60,609 0 2,121 7,904
---------------------------------------------------------------------------------
HUBERT BURSCH 1997 $134,590/ $ 58,586 $0 1,503 $ 3,811
Vice President -- DM231,000
European Operations(4) 1996 $154,190/ 46,274 0 867 4,670
DM231,000
1995 $153,470/ 36,442 0 2,182 1,747
DM220,000
---------------------------------------------------------------------------------
GERHARD W. BAHNER 1997 $ 98,000 $ 44,527 $0 1,119 $ 2,766
Vice President -- 1996 98,000 38,341 0 3,193 9,380
Engineering 1995 98,000 29,537 0 0 7,183
---------------------------------------------------------------------------------
THOMAS J. PRICE 1997 $ 95,000 $ 44,995 $0 2,150 $ 8,585
Vice President of 1996 95,000 38,341 0 3,088 12,505
Finance and Corporate 1995 92,000 29,537 0 2,121 9,054
Secretary
---------------------------------------------------------------------------------
DALE C. BOYKE 1997 $ 96,000 $ 46,870 $0 624 $ 5,343
Vice President of
Marketing and Sales
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
5
<PAGE> 8
(1) Consists of bonuses pursuant to the Oilgear Variable Compensation Program.
Portions of bonus amounts were paid in quarterly installments during the
respective year with the remainder paid at the beginning of the following
year.
(2) Consists entirely of stock options. All share amounts have been restated to
reflect the Company's 3-for-2 stock split paid on January 20, 1998.
(3) Includes employer contributions to the Oilgear Savings Plus Plan allocated
to the accounts of the eligible named executive officers for 1997 in the
following amounts: Mr. Zuege $6,721, Mr. Bahner $2,582, Mr. Price $5,791 and
Mr. Boyke $3,709. Such employer contributions are comprised of matching
contributions equal to 50% of the first 2% of total compensation deferred by
the participant, 25% of the next 3% of total deferred compensation and an
amount equal to 20% of the market price of any Company Common Stock
purchased by the participant through designation of the Company Common Stock
Fund as an investment choice. Also includes principal and interest amounts
owed to the Company by the named executive officers which were forgiven
during 1997 pursuant to the Oilgear Key Employee Stock Purchase Plan, along
with the value of the below-market portion of such interest for the same
period, in the following amounts: Mr. Zuege $6,199, Mr. Bursch $3,811, Mr.
Bahner $184, Mr. Price $2,794 and Mr. Boyke $1,634.
(4) Mr. Bursch receives his compensation in Deutsche Marks. The dollar amount
variations between his 1997 and 1996 base salaries, which remained constant
at DM231,000, were attributable to a fluctuating exchange rate.
STOCK OPTIONS
The following tables set forth certain information with respect to the
executive officers named in the Summary Compensation Table concerning fiscal
1997 option grants and exercises, and the number and value of options
outstanding at the end of fiscal 1997. None of the executive officers named in
the Summary Compensation Table received or exercised SARs during the last fiscal
year.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
- -----------------------------------INDIVIDUAL-GRANTS(1)---------------------------------------------OPTION-TERM-----
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS/SARS
OPTIONS/ GRANTED TO EXERCISE OR
SARS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE 5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------
DAVID A. ZUEGE 2,224 7.1 $15.33 10/22/02 $9,420 $20,815
2,185 7.0 $14.66 12/12/02 $8,850 $19,556
- --------------------------------------------------------------------------------------------------------------------
HUBERT BURSCH 1,503 4.8 $12.33 9/8/02 $5,120 $11,314
- --------------------------------------------------------------------------------------------------------------------
GERHARD W. BAHNER 1,119 3.6 $14.75 10/21/02 $4,560 $10,077
- --------------------------------------------------------------------------------------------------------------------
THOMAS J. PRICE 1,423 4.5 $15.92 11/6/02 $6,259 $13,831
727 2.3 $14.66 12/12/02 $2,945 $ 6,507
- --------------------------------------------------------------------------------------------------------------------
DALE C. BOYKE 624 2.0 $11.00 6/26/02 $1,896 $ 4,191
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Consists entirely of incentive stock options granted pursuant to the 1992
Stock Option Plan. All share amounts and exercise prices have been restated
to reflect the Company's 3-for-2 stock split paid on January 20, 1998. The
plan is administered by the Compensation Committee of the Board of Directors
6
<PAGE> 9
which designates the persons to be granted options, the type of option, the
number of underlying shares, the option price, the date of grant and the
date options are first exercisable. Certain of these options were granted to
replace shares delivered to the Company by the optionee in satisfaction of
the exercise price of previously granted options. The exercise price of
these options is 100% of the fair market value of Oilgear Common Stock on
the date of grant. The options vest in accordance with the following
schedule: (i) as to 50% of the underlying shares, one year from the date of
grant; (ii) as to an additional 25% of the underlying shares, two years from
the date of grant; and (iii) as to the remaining 25% of the underlying
shares, three years from the date of grant. To the extent an optionee
satisfies the option exercise price or tax withholding obligations upon
exercise with shares of previously owned Oilgear Common Stock, or satisfies
such withholding obligations with shares issuable upon the option exercise,
the Compensation Committee has the discretion to grant replacement options
to the optionee covering the number of shares delivered or withheld at an
exercise price equal to the then current fair market value of such shares.
Upon a change in control of the Company while the optionee is employed by
the Company, or the disposition of an operating unit resulting in the
termination of the optionee's employment, options which are not yet
exercisable shall fully vest.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES(1)
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED IN-THE-MONEY
SHARES ACQUIRED VALUE UNEXERCISED OPTIONS/SARS AT OPTIONS/SARS AT FISCAL YEAR-END
ON EXERCISE REALIZED FISCAL YEAR-END (#) ($)(8)
(#)(2) ($)(3) ------------------------------------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------
DAVID A. ZUEGE 1,061 $ 5,836
750 $ 5,813
280 $ 2,310
2,250 $17,438 0 6,572 $ 0 $34,486
------------------------------------------------------------------------------------------
HUBERT BURSCH 1,091 $ 1,637 289 653 $2,673 $ 5,039
------------------------------------------------------------------------------------------
GERHARD W. BAHNER 1,065 $ 7,056 0 1,810 $ 0 $ 9,538
------------------------------------------------------------------------------------------
THOMAS J. PRICE 1,061 $ 6,764
280 $ 2,555
750 $ 5,813 0 2,816 $ 0 $12,224
------------------------------------------------------------------------------------------
DALE C. BOYKE 625 $ 3,438 1,160 969 $8,228 $ 7,194
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Consists entirely of stock options. All numbers have been restated to
reflect the Company's 3-for-2 stock split paid on January 20, 1998.
(2) Reflects the total number of shares covered by the exercised option, not the
net number of additional shares owned by the optionee as a result of the
optionee's satisfaction of the option exercise price with shares of
previously owned Company stock.
(3) Based upon the most recent bid price of Oilgear Common Stock at the time of
exercise.
(4) Based upon a price of $15.67, which was the last fiscal year sale price of
Oilgear Common Stock on the Nasdaq Stock Market, as adjusted for the
Company's 3-for-2 stock split paid on January 20, 1998.
RETIREMENT PLANS
The table below sets forth the estimated annual benefits payable for a
participant's lifetime (with 10 years certain) upon retirement at age 65 during
1998 for specified compensation and years of service classifications.
7
<PAGE> 10
PENSION PLAN TABLE
<TABLE>
<S> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------
<CAPTION>
YEARS OF SERVICE(1)
- ---------------------------------------------------------------------------------------------
REMUNERATION(2) 15 20 25 30 35
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$100,000 $ 19,765 $ 26,354 $ 32,942 $ 39,531 $ 46,119
- ---------------------------------------------------------------------------------------------
150,000 31,015 41,354 51,692 62,031 72,369
- ---------------------------------------------------------------------------------------------
200,000 42,265 56,354 70,442 84,531 98,619
- ---------------------------------------------------------------------------------------------
250,000 53,515 71,354 89,192 107,031 124,869
- ---------------------------------------------------------------------------------------------
300,000 64,765 86,354 107,942 129,531 151,119
- ---------------------------------------------------------------------------------------------
350,000 76,015 101,354 126,692 152,031 177,369
- ---------------------------------------------------------------------------------------------
400,000 87,265 116,354 145,442 174,531 203,619
- ---------------------------------------------------------------------------------------------
</TABLE>
- -------------------------
(1) The benefit shown for the respective years of service is based on the
formula described below as amended to comply with provisions of the Tax
Reform Act of 1986. However, the amount shown does not consider the impact
of the Oilgear Stock Retirement Plan offset nor does it consider the current
maximum benefit limitation of $125,000 on a single life annuity basis or the
grandfathered benefit determination on prior plan provisions. The benefit
shown assumes retirement in 1998 at age 65 with Covered Compensation (as
defined below) of $31,128.
(2) Represents final average annual compensation, which is 12 times the average
of the highest consecutive 60 months compensation within the last 120 months
of employment where compensation includes total earnings plus contributions
to the Oilgear Savings Plus Plan, any cafeteria plan and any flexible
spending account less reimbursements for moving expenses and any income
derived from the disposition of qualified stock options. Such compensation
shall be limited to $160,000 for 1998. The final average annual compensation
on which the Oilgear Salaried Retirement Plan bases benefits may be
substantially less than the current annual compensation reflected in the
Summary Compensation Table. The final average annual compensation for Mr.
Zuege is currently approximately $226,600; for Mr. Bahner, it is $130,200;
for Mr. Price, it is $122,000; and for Mr. Boyke, it is $116,000.
The Oilgear Salaried Retirement Plan (the "Salaried Plan") provides a
monthly benefit upon retirement at the later of age 65 or the fifth anniversary
of participation equal to the greater of (i) $6.00 times years of benefit
service or (ii) the sum of .009125 times final average monthly compensation
times years of benefit service (not to exceed 35), plus .005875 times the excess
of final average monthly compensation over "Covered Compensation" (the
applicable average monthly Social Security wage base), times years of benefit
service (not to exceed 35). Final average compensation for this purpose is the
average of the highest monthly earnings of an employee during any 60 consecutive
months within the last 120 months of service. The applicable average monthly
Social Security wage base is determined over a 35-year period ending with the
employee's Social Security retirement age (ages 65 through 67, depending upon
date of birth). Benefits under the Salaried Plan are also subject to reduction
for certain benefits under the Oilgear Stock Retirement Plan, as noted below.
Mr. Zuege has accrued 30 years of benefit service; Mr. Bahner, 34 years; Mr.
Price, 31 years; and Mr. Boyke, 25 years.
Participants with at least 10 years of vesting service may elect early
retirement at any time after age 55, in which event the normal retirement
benefits shown in the table would be reduced by a percentage based on the number
of months by which the early retirement date precedes the normal retirement date
(at age 65). Optional forms of benefit payments and a benefit for death prior to
termination of employment are provided for.
The Company maintains a Retirement Benefits Equalization Plan (the
"Equalization Plan") for highly compensated or management employees who are
designated as eligible by the Compensation Committee, to
8
<PAGE> 11
restore to such individuals and their beneficiaries retirement income which
would otherwise be lost because of certain tax law limitations on a
tax-qualified defined benefit retirement plan. Mr. Zuege has been designated as
an eligible participant in the Equalization Plan. The Equalization Plan provides
a monthly benefit equal to the difference between the amount which is received
pursuant to the Salaried Plan and the amount which would be received if the
Internal Revenue Code limitation provisions described in notes 1 and 2 above
were not applied. Payment of Equalization Plan benefits commences upon initial
receipt of Salaried Plan benefits and continues until Salaried Plan benefits
cease. Equalization Plan benefits are paid out of Company general funds; the
status of eligible employees with respect to those funds is that of general
unsecured creditors. As amended effective December 13, 1995, upon the occurrence
of a change in control (as defined in the Equalization Plan) each active or
retired eligible participant (or his or her beneficiary) is entitled to a lump
sum payment of the then present value of all accrued benefits under the
Equalization Plan. In the case of active eligible participants, any subsequent
payments pursuant to the Equalization Plan would then be reduced to reflect the
value of the prior lump sum payment.
The trusteed defined contribution Oilgear Stock Retirement Plan (the "Stock
Plan") covers substantially all salaried employees. The Stock Plan provides for
Company contributions based on a percentage of defined earnings of eligible
employees, subject to maximum limitations, which may be made in the form of
Company Common Stock. The Stock Plan will provide a portion of the pension
benefits for salaried employees measured by the value of the Company Common
Stock contributed by the Company and allocated to the employees' accounts
excluding any appreciation thereof. Benefits payable under the Salaried Plan may
be reduced by benefits under the Stock Plan.
Mr. Bursch does not participate in the retirement plans described above.
Rather, Mr. Bursch participates in a broad-based retirement program applicable
to the Company's German employees. That program is funded by a life insurance
policy owned by the Company and provides a retirement annuity, assuming
retirement at age 65, which for Mr. Bursch was most recently calculated to be
approximately DM43,000 per year.
DIRECTORS' COMPENSATION
Non-employee directors receive a retainer of $550 per month, a fee of $850
for each Board meeting and a fee of $550 for each committee meeting attended,
unless the committee meeting takes place on the same day as a Board meeting, in
which case no committee meeting fee is paid. Inside directors do not receive
separate compensation for service on the Board or Board committees. In lieu of
all fees otherwise payable to him as a non-employee director, the current
Chairman of the Company's Board of Directors is paid a retainer in the amount of
$2,000 per month.
Under the Oilgear Company Deferred Directors' Fee Plan (the "Fee Plan") any
inside director may elect to defer an amount of compensation approximately equal
to the retainer paid to outside directors. The Fee Plan provides that the
Company shall maintain a separate account for the compensation deferred by each
inside director, which account shall be an unsecured liability of the Company. A
director who chooses to defer payment of his compensation may elect to: (1) have
the amount of such compensation credited with interest at a rate based upon the
prevailing Treasury Bill rate, or (2) have the Company place the deferred
compensation in an investment account in the name of the Company, with the
director having investment authority, or (3) enter into an agreement with the
Company whereby the Company agrees to pay a sum certain for a future period not
to exceed 15 years and fund the obligation by an insurance policy purchased (and
owned) by the Company, at a cost not to exceed the amount of the deferred
compensation plus interest thereon. In the event of a director's death or
termination as a director, the balance in his account shall be payable in a lump
sum or in level payments over a period not to exceed 15 years, as determined by
the Board of Directors after consultation with the director or his
beneficiaries. No inside directors made deferrals pursuant to the Fee Plan
during 1997. However, previously deferred amounts were paid during 1997 to Carl
L. Gosewehr and Otto F. Klieve in the amounts of $51,980 and $47,600,
respectively.
To promote director ownership of Company Common Stock, the Company
maintains The Oilgear Company Amended and Restated Directors' Stock Plan (the
"Directors' Plan"). Each director who is
9
<PAGE> 12
otherwise eligible to receive directors' fees is eligible to participate in the
Directors' Plan. Pursuant to the Directors' Plan, increases in directors' fees
are payable in Company Common Stock and up to 30% of the remaining cash fees
payable to each eligible director may be paid in stock, as determined by the
director. Stock issued in lieu of fees pursuant to the Directors' Plan is issued
at the market price of such stock on the date of purchase. A total of 15,000
shares of Company Common Stock were authorized for issuance under the Directors'
Plan. The provisions of the Directors' Plan prohibit a director who has received
a grant thereunder from selling, assigning, transferring, pledging or otherwise
encumbering the shares received until six months after termination of service as
a director. Unless the Directors' Plan is terminated earlier, it shall expire at
such time as all available shares under the Directors' Plan have been issued.
Each eligible director received 300 shares of Company Common Stock pursuant to
the Directors' Plan in 1997.
The Company's five-year consulting agreement with Carl L. Gosewehr expired
December 31, 1996. Pursuant to the terms of the consulting agreement, Mr.
Gosewehr deferred the receipt of all fees during the term of the agreement. In
1997, the Company paid Mr. Gosewehr an aggregate of approximately $425,000,
representing all of his previously reported deferred fees and interest thereon
in accordance with the terms of his consulting agreement.
Effective upon Otto F. Klieve's retirement as President and Chief Executive
Officer on December 31, 1995, the Company entered into a 16-month consulting and
deferred compensation agreement with Mr. Klieve, who remained as a director of
the Company during that time. Mr. Klieve has continued under the same
arrangement since its original expiration. The consulting agreement provided for
a deferred monthly payment of $5,000 which generally becomes payable at the
earlier of his death or January 1, 2001. The amounts deferred pursuant to Mr.
Klieve's agreement earn a return based upon, at Mr. Klieve's election, the
return of one or more mutual funds generally available to the investing public
or one or more common, collective or group trusts sponsored by a Wisconsin bank,
trust company or affiliate thereof. The Company has no obligation, however, to
actually invest Mr. Klieve's account in any such investment vehicle. For so long
as Mr. Klieve was a director and entitled to a consulting fee pursuant to his
agreement, he was not entitled to any directors' fees for his service on the
Board of Directors. In the event of a change in control of the Company, Mr.
Klieve's agreement shall immediately terminate and Mr. Klieve shall be paid a
lump sum equal to the balance of his deferred fees.
10
<PAGE> 13
FINANCIAL PERFORMANCE GRAPH
The following graph shows the cumulative total shareholder return on
Oilgear Common Stock over the last five fiscal years as compared to the returns
of the Nasdaq Stock Market Index (as presented by Media General Financial
Services) and the "Machinery-Heavy" industry index published by Media General
Financial Services, assuming that $100 was invested in each at the close of
business on December 31, 1992 and assuming reinvestment of dividends in each
case.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
<TABLE>
<CAPTION>
MEASUREMENT PERIOD INDUSTRY BROAD
(FISCAL YEAR COVERED) OILGEAR INDEX MARKET
<S> <C> <C> <C>
1992 100.00 100.00 100.00
1993 104.19 136.89 119.95
1994 136.15 141.93 125.94
1995 166.59 164.61 163.35
1996 150.89 192.99 202.99
1997 241.35 226.89 248.30
</TABLE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION PRINCIPLES
The Compensation Committee has designed the Company's executive
compensation program so that executive compensation is directly linked to
execution of the Company's business strategies and initiatives, with particular
emphasis on the creation of shareholder equity. The Compensation Committee is
comprised of three independent directors, each of whom also serves on the
Company's Executive Committee and is therefore in the best possible position to
monitor management performance.
There are three components of the Company's executive compensation program:
base salary, short-term incentives and long-term incentives. The principles that
guide the decisions of the Compensation Committee in implementing the program
include the following:
- The various elements of the compensation program should be integrated
into a package that will attract and retain competent managers who are
critical to the long-term success of the Company.
- Short-term incentives should be closely tied to the Company's operating
performance.
- Shareholder interests should be linked with executive compensation
through long-term stock-based incentive programs that will reward
executives for the enhancement of shareholder value.
11
<PAGE> 14
BASE SALARY
Base salaries for the Company's executive officers are reviewed on an
annual basis by the Compensation Committee. As part of its review, the
Compensation Committee takes into account survey data relating to manufacturing
firms of comparable size (measured by sales), and executive officer salaries are
adjusted as warranted in light of individual and Company performance measured by
earnings and other financial performance criteria. If appropriate, salaries are
also adjusted to reflect increased responsibilities due to promotion.
The Compensation Committee sets executive officer base salaries at a level
so that the competitiveness of an individual's overall compensation package
depends significantly upon the compensation earned through the Company's short-
and long-term incentive plans. In order to emphasize the performance-based
components of the executive compensation program during fiscal 1997 (as
described below), the Compensation Committee opted to provide for no increase in
the base salaries of the Company's executive officers (other than in connection
with promotions).
SHORT-TERM INCENTIVES
Company executive officers, including the CEO, are able to earn annual
profit sharing bonuses each year under the Oilgear Variable Compensation Program
(the "Variable Program"). The Variable Program provides performance-based
incentive opportunities to executive officers, non-executive officers and other
key employees of the Company. In particular, the Variable Program has been
designed to respond to increasing market pressures relating to the Company's
ability to provide competitive compensation packages to key employees.
During 1997, participants in the Variable Program were entitled to receive
cash incentive payments which, in total, could have comprised up to 40% of total
1997 compensation, but no incentive payments would have been made if the
Company's net income had not exceeded 4% of shareholders' equity at the
beginning of the year. The number of bonus units assigned to each eligible
executive officer, including the CEO, was established by the Compensation
Committee at the beginning of the year, based upon an evaluation of various
factors including each individual's responsibility, ability, experience and past
performance. To emphasize the Compensation Committee's philosophy that
compensation should be tied to performance, bonus units for 1997 increased over
1996 levels by an average of approximately 10% (with the CEO's increasing by
4.2%). Each bonus unit was equal to a percentage of corporate net income, as
follows: .15% if the return on beginning shareholders' equity was 4-8%, .175% if
the return on beginning shareholders' equity was 8-16%, and .2% if such return
was more than 16%. Fiscal 1997 return on equity equaled 9.8%, resulting in a
bonus point percentage of .175% and resulting in payment of the bonuses
indicated in the Bonus column of the Summary Compensation Table for each of the
executive officers named therein, including the CEO. The Variable Program
provides that in the event that the total bonus payable for a given year exceeds
the 40% threshold described above, each participant's bonus must be reduced on a
pro rata basis. The Variable Program further provides that, at the discretion of
Company management, the Company may make quarterly payments of up to 75% of the
bonus accrued during the year of accrual based on the Company's performance as
reflected in its unaudited financial statements; such quarterly payments were
made in 1997. Final payment of the full bonus amounts must be made within 75
days after the end of the Company's fiscal year, or as soon thereafter as the
Company's audit is complete.
LONG-TERM INCENTIVES
The Company strives to align employee and shareholder interests through the
maintenance of four stock-based compensation plans: the Key Employee Stock
Purchase Plan, the Savings Plus Plan, the Stock Retirement Plan and the 1992
Stock Option Plan. All executive officers, including the CEO, participate in
these plans except Hubert Bursch is not eligible to participate in the Savings
Plus Plan or the Stock Retirement Plan.
The Company's Key Employee Stock Purchase Plan provides an opportunity for
selected officers and other key employees to purchase shares of Company Common
Stock at the market bid price and to pay for
12
<PAGE> 15
such shares by delivering two promissory notes to the Company bearing annual
interest at a rate of 5%. One note for one-half of the aggregate purchase price
is payable in three equal annual installments due on the 2nd, 3rd and 4th
February 28th after the date of purchase. The other note for the remaining
one-half of the purchase price is payable in three equal annual installments
which will be forgiven if none of the purchased stock has been resold and the
purchaser is still in the employ of the Company on the due dates, which are the
4th, 5th and 6th February 28th after the date of purchase. Two of the Company's
executive officers acquired a total of 3,300 shares pursuant to the program in
fiscal 1997.
The Savings Plus Plan is a pre-tax 401(k) savings plan. It provides
eligible Company employees, including executive officers, the ability to
contribute a portion of their earnings and to invest those earnings, along with
Company matching contributions, in various investment funds, including a Company
Common Stock fund. All of the Company's eligible executive officers, including
the CEO, participate in the Savings Plus Plan.
Under the Stock Retirement Plan, all eligible salaried employees, including
the CEO and the other executive officers, receive a defined contribution in
Company Common Stock which is integrated with the Company's defined benefit
retirement plan and may provide an increased retirement benefit based upon the
stock's performance.
The Company's 1992 Stock Option Plan is designed to reward key employees
for outstanding performance by providing an opportunity, and as a result an
incentive, for such employees to benefit from a future increase in the value of
the Company's Common Stock. Stock options granted pursuant to the plan must have
an exercise price at least equal to the fair market value of the Company's stock
on the date of grant, resulting in a direct link between the amount potentially
realizable by the employee and the amount realized by all shareholders alike. As
part of the 1997 compensation program, options were granted to the executive
officers during December 1996 covering a total of 10,500 shares (in addition to
replacement options, as described below), including an option for 6,750 shares
which was granted to the CEO. Pursuant to the plan, the Compensation Committee
has the discretion to grant a replacement option (exercisable at the
then-current fair market value of the Company's stock) to any optionee who
exercises an option and satisfies the exercise price with previously owned
Company stock. Replacement option grants were made by the Compensation Committee
to each executive officer, including the CEO, who exercised options during
fiscal 1997 except for executive officers who were close to retirement (because
any such replacement options would not vest prior to their retirement).
COMPLIANCE WITH TAX REGULATIONS REGARDING EXECUTIVE COMPENSATION
Section 162(m) of the Internal Revenue Code, added by the Omnibus Budget
Reconciliation Act of 1993, generally disallows a tax deduction to public
companies for compensation over $1 million paid to the executive officers named
in the Summary Compensation Table in the corporation's proxy statement.
Qualifying performance-based compensation will not be subject to the deduction
limit if certain requirements are met. The Compensation Committee does not
believe that Oilgear's executive compensation program, as presently constructed,
will generate non-deductible compensation in excess of the limit. However, the
Compensation Committee will continue to review these evolving tax regulations as
they apply to the Company's executive compensation program, with the intent of
preserving the deductibility of executive compensation to the extent reasonably
practicable consistent with its other compensation objectives.
ROGER G. DELONG
CARL L. GOSEWEHR
FRANK L. SCHMIT
13
<PAGE> 16
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As indicated above, Oilgear's Compensation Committee currently consists of
Messrs. DeLong, Gosewehr and Schmit. Mr. Gosewehr was President of Oilgear from
1974 to 1991.
AUDITORS
Representatives of KPMG Peat Marwick LLP, the Company's independent public
accountants for 1997 and 1998, are expected to be present at the annual meeting
to respond to appropriate questions and make a statement if they desire to do
so.
OTHER MATTERS
The Board of Directors has not been informed and is not aware that any
other matters will be brought before the meeting. However, proxies may be voted
with discretionary authority with respect to any other matters that may properly
be presented at the meeting.
SHAREHOLDER PROPOSALS
Shareholder proposals must be received by the Company no later than
November 27, 1998 in order to be considered for inclusion in next year's annual
meeting proxy material.
THE OILGEAR COMPANY
By
Thomas J. Price,
Corporate Secretary
Milwaukee, Wisconsin
March 27, 1998
14
<PAGE> 17
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROXY
1998 ANNUAL MEETING OF SHAREHOLDERS OF THE OILGEAR COMPANY
PROXY/VOTING INSTRUCTIONS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
The undersigned hereby appoints Carl L. Gosewehr, David A. Zuege and
Thomas J. Price, and each of them, proxies, each with full power of
substitution, to represent and to vote all shares of stock the
undersigned is entitled to vote at the Annual Meeting of Shareholders
of The Oilgear Company to be held at the offices of the Company at
2300 South 51st Street, Milwaukee, Wisconsin 53219, on Tuesday, April
21, 1998, at 2:00 P.M. (Milwaukee Time), and at any adjournment
thereof, hereby revoking any and all proxies heretofore given:
<TABLE>
<S> <C> <C>
1.ELECTION OF DIRECTORS [ ] FOR all nominees [ ] WITHHOLD AUTHORITY to vote for
all nominees
Dale C. Boyke (except as marked to the contrary below)
Frank L. Schmit (except as marked to the contrary
Michael C. Sipek below)
</TABLE>
(Instruction: To withhold authority to vote for any individual
nominee, print that nominee's name on the line provided below:)
---------------------------------------------------------------------
2. In their discretion on such other matters as may properly come before
the meeting or any adjournment thereof; all as set out in the Notice
and Proxy Statement relating to the meeting, receipt of which is hereby
acknowledged.
(Continued and to be signed on reverse side.)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
This proxy also provides voting instructions for shares held in the
various employee savings/retirement plans of the Company as described
in the Proxy Statement. IF REGISTRATIONS ARE NOT IDENTICAL, YOU MAY
RECEIVE MORE THAN ONE SET OF PROXY MATERIALS. PLEASE SIGN AND RETURN
ALL CARDS YOU RECEIVE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR EACH NOMINEE LISTED IN ITEM 1.
Dated: , 1998
-------------------------------------------------------------------
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(Signature of shareholder) (Signature of
shareholder)
(Please sign exactly as name appears above. If
stock is owned by more than one person, all
owners should sign. Persons signing as
executors, administrators, trustees or similar
capacities should so indicate. If a
corporation, please sign in full corporate
name by president or other authorized officer.
If a partnership, please sign in partnership
name by authorized person.)
